Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that complies with such rule’s disclosure requirements for entities representing more than one creditor; (b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents allowed in such judicial proceeding); and (c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Agents under the Transaction Documents. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Agents, their agents and counsel, and any other amounts due to the Agents under the Transaction Documents out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 8 contracts
Samples: Credit Agreement (Blue Owl Technology Finance Corp.), Credit Agreement (Kennedy Lewis Capital Co), Credit Agreement and Margining Agreement (Blue Owl Technology Income Corp.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the The Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Issuing Banks and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.09 and the Agents under Transaction Documents 9.03 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the LendersLenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.09 and 9.03. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.09 and 9.03 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or the Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 5 contracts
Samples: Revolving Credit Agreement (Block, Inc.), Revolving Credit Agreement (Block, Inc.), Revolving Credit Agreement (Square, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In the case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents this Agreement allowed in such judicial proceeding); and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their agents its agent and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, money securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 5 contracts
Samples: Credit Agreement (DiamondRock Hospitality Co), Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and Administrative Agent under the Agents under Transaction Documents Credit Documents) allowed in such judicial proceeding); and;
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and ; and
(d) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (J.Jill, Inc.), Subordinated Term Loan Credit Agreement (J.Jill, Inc.), Term Loan Credit Agreement (J.Jill, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws Insolvency Proceeding relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowerany Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.03 and the Agents under Transaction Documents 10.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 4 contracts
Samples: Credit Agreement (International Seaways, Inc.), Credit Agreement (International Seaways, Inc.), Credit Agreement (International Seaways, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.03 and the Agents under Transaction Documents 10.05) allowed in such judicial proceeding); and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 4 contracts
Samples: Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.), Second Lien Credit Agreement (Surgery Partners, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In the case of the pendency of any proceeding under any Debtor Relief Laws Bankruptcy Proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall will have made any demand on the Borrower) shall will be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Section 2, Section 10.2 and the Agents under Transaction Documents Section 10.3) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall will consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding shall proceeding, will be denied for any reason, payment of the same shall will be secured by a Lien on, and shall will be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall will be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 4 contracts
Samples: Credit and Guaranty Agreement (Artivion, Inc.), Credit and Guaranty Agreement (Cohu Inc), Credit and Guaranty Agreement (Artivion, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit PartyBorrower, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, Issuing Banks and the Agents (Administrative Agent, including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.2 (Letters of Credit), 2.9 (Fees), 9.2 (Expenses) and the Agents under Transaction Documents 9.3 (Indemnity) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, Lenders and Issuing Banks to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.2 (Letters of Credit), 2.9 (Fees), 9.2 (Expenses) and 9.3 (Indemnity). To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.2 (Letters of Credit), 2.9 (Fees), 9.2 (Expenses) and 9.3 (Indemnity) hereof out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Cheniere Energy, Inc.), Revolving Credit Agreement (Cheniere Energy Inc), Revolving Credit Agreement (Cheniere Energy Inc)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule Rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such ruleRule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.03 and the Agents under Transaction Documents 10.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 3 contracts
Samples: Credit Agreement (Merge Healthcare Inc), Credit Agreement (Merge Healthcare Inc), Credit Agreement (Merge Healthcare Inc)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative with respect to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Administrative Agent, the Collateral Agent and the Agents any other Secured Party (including any claim for the reasonable compensationunder Sections 2.5, expenses2.7, disbursements 2.13, 2.15, 2.16, 2.17, 9.2 and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents 9.3) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each other Secured Party to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the LendersLenders or the other Secured Parties, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Agents Administrative Agent, in such capacity, or to its Related Parties under the Transaction DocumentsCredit Documents (including under Sections 9.2 and 9.3). To the extent that the payment of any such compensation, expenses, disbursements and advances of the Agents, their agents and counsel, and any other amounts due to the Agents under the Transaction Documents Administrative Agent, in such capacity, or to its Related Parties out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties property that the Lenders or other Secured Parties may be entitled to receive in such proceeding proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender Lender, or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 3 contracts
Samples: Credit Agreement (Navistar International Corp), Credit Agreement (Navistar International Corp), Credit Agreement (Navistar International Corp)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the BorrowerCompany) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, Issuing Bank and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Lenders, Issuing Bank and the Agents Administrative Agent under Transaction Documents Sections 2.10, 10.2 and 10.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the LendersLenders and Issuing Bank, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.10, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.10, 10.2 and 10.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein in this Section 9.10 shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (ONE Group Hospitality, Inc.), Credit and Guaranty Agreement (ONE Group Hospitality, Inc.), Credit and Guaranty Agreement (ONE Group Hospitality, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Issuing Banks and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Agents, the Lenders and the Issuing Banks and their respective agents and counsel and all other amounts due the Agents, the Lenders and the Agents Issuing Banks under Transaction Documents Sections 2.09 and 9.03 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and, and in each case, any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each other Agent, each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lendersother Agents, the Lenders and/or the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.09 and 9.03. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.09 and 9.03 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the other Agents, the Lenders and/or the Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any other Agent, any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Agent, any Lender or any Issuing Bank or to authorize any Administrative Agent to vote in respect of the claim of any Agent, any Lender or the Issuing Bank in any such proceeding.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.02 and the Agents under Transaction Documents 10.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property Property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 3 contracts
Samples: Senior Secured Debtor in Possession Credit Agreement (Internap Corp), Credit Agreement (Internap Corp), Credit Agreement (Internap Corp)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.8, 10.2 and the Agents under Transaction Documents 10.3) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents under the Transaction Documents. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Agents, their agents and counsel, and any other amounts due to the Agents under the Transaction Documents out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.amounts
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Tronox LTD), Credit and Guaranty Agreement (Tronox LTD)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding Proceeding under any Debtor Relief Laws Law relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding Proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Section 10.2 and the Agents under Transaction Documents 10.3) allowed in such judicial proceeding)Proceeding; and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding Proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding Proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceedingProceeding.
Appears in 2 contracts
Samples: Credit Agreement (EngageSmart, LLC), Credit Agreement (EngageSmart, LLC)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the BorrowerBorrower or any other Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Lenders, the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent hereunder and under Transaction Documents each other Loan Document) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Superpriority Senior Debtor in Possession Credit Agreement (Paperweight Development Corp), Credit Agreement (Paperweight Development Corp)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative with respect to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Administrative Agent, the Collateral Agent and the Agents any other Secured Party (including any claim for the reasonable compensationunder Sections 2.7, expenses2.9, disbursements 2.15, 2.17, 2.18, 2.19, 10.2 and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents 10.3) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each other Secured Party to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the LendersLenders or the other Secured Parties, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Agents Administrative Agent, in such capacity or in its capacity as the Collateral Agent, or to its Related Parties under the Transaction DocumentsCredit Documents (including under Sections 10.2 and 10.3). To the extent that the payment of any such compensation, expenses, disbursements and advances of the Agents, their agents and counsel, and any other amounts due to the Agents under Administrative Agent, in such capacity or in its capacity as the Transaction Documents Collateral Agent, or to its Related Parties out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties property that the Lenders or the other Secured Parties may be entitled to receive in such proceeding proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender Lender, or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Second Lien Credit and Guaranty Agreement (Fusion Connect, Inc.), Superpriority Secured Debtor in Possession Credit and Guaranty Agreement (Fusion Connect, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative with respect to any Credit PartyParty or Alon Assets, the Administrative Agent (irrespective of whether the principal of any Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Administrative Agent, the Collateral Agent and the Agents any other Secured Party (including any claim for the reasonable compensationunder Sections 2.13, expenses2.15, disbursements 2.16, 2.17, 10.2 and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents 10.3) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each other Secured Party to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the LendersLenders or the other Secured Parties, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Agents Administrative Agent, in such capacity, or to its Related Parties under the Transaction DocumentsCredit Documents (including under Sections 10.2 and 10.3). To the extent that the payment of any such compensation, expenses, disbursements and advances of the Agents, their agents and counsel, and any other amounts due to the Agents under the Transaction Documents Administrative Agent, in such capacity, or to its Related Parties out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties property that the Lenders or other Secured Parties may be entitled to receive in such proceeding proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender Lender, or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Alon USA Energy, Inc.), Credit and Guaranty Agreement (Alon USA Partners, LP)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Issuing Banks and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Agents, the Lenders and the Issuing Banks and their respective agents and counsel and all other amounts due the Agents, the Lenders and the Agents Issuing Banks under Transaction Documents Sections 2.09 and 9.03 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and, and in each case, any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each other Agent, each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lendersother Agents, the Lenders and/or the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.09 and 9.03. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.09 and 9.03 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the other Agents, the Lenders and/or the Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any other Agent, any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Agent, any Lender or any Issuing Bank or to authorize any Administrative Agent to vote in respect of the claim of any Agent, any Lender or the Issuing Bank in any such proceeding.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws or any other judicial proceeding relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents Section 1.03, 2 or 13.15) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Buster's Entertainment, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan Revolving Loans shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Revolving Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and Administrative Agent under the Agents under Transaction Documents Credit Documents) allowed in such judicial proceeding); and;
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and ; and
(d) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Abl Credit Agreement (J.Jill, Inc.), Abl Credit Agreement (J.Jill, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Issuing Bank and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due to the Lenders Administrative Agent under Sections 2.11, 10.02 and the Agents under Transaction Documents 10.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Issuing Bank to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the LendersLenders and the Issuing Bank, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.11, 10.02 and 10.03. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.11, 10.02 and 10.03 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or the Issuing Bank may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Gen Probe Inc)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Section 2.03 and the Agents under Transaction Documents Section 11.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property Property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: First Lien Credit Agreement (SolarWinds Corp), First Lien Credit Agreement (SolarWinds Corp)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.8, 10.2 and the Agents under Transaction Documents 10.3) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.8, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.8, 10.2 and 10.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Hamilton Lane INC), Credit and Guaranty Agreement (Hamilton Lane INC)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.11, 10.2 and the Agents under Transaction Documents 10.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.11, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.11, 10.2 and 10.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Second Lien Credit and Guaranty Agreement (Alion Science & Technology Corp), First Lien Credit and Guaranty Agreement (Alion Science & Technology Corp)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest and premium owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents this Agreement, allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Abl Credit Agreement (Foundation Building Materials, Inc.), Term Loan Credit Agreement (Foundation Building Materials, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, Issuing Banks and the Agents (Administrative Agent, including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.3 (Letters of Credit), 2.10 (Fees), 10.3 (Expenses) and the Agents under Transaction Documents 10.4 (Indemnity) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, Lenders and Issuing Banks to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.3 (Letters of Credit), 2.10 (Fees), 10.3 (Expenses) and 10.4 (Indemnity). To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.3 (Letters of Credit), 2.10 (Fees), 10.3 (Expenses) and 10.4 (Indemnity) hereof out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Cheniere Energy Partners, L.P.), Credit and Guaranty Agreement (Cheniere Energy, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and principal, interest owing and unpaid unpaid, fees and premiums, including, without limitation, the Early Payment Premium in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel counsel) and all other amounts due the Lenders Administrative Agent under Sections 2.2, 2.7, 9.2 and the Agents under Transaction Documents 9.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the Administrative Agent event that Oaktree shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.9, 9.2 and 9.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.9, 9.2 and 9.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Agent Oaktree to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Molycorp, Inc.), Credit Agreement (Molycorp, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, L/C Issuer and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Lenders, L/C Issuer and the Agents Administrative Agent under Transaction Documents Sections 2.03, 2.08 and 11.04) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ;
(d) and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and L/C Issuer to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the LendersLenders and L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.08 and 11.04. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.08 and 11.04 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or L/C Issuer may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Vici Properties Inc.), Credit Agreement (Vici Properties Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Bankruptcy Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Senior Credit Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.03 and the Agents under Transaction Documents 10.04) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Senior Credit Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Amag Pharmaceuticals Inc.), Credit Agreement (Amag Pharmaceuticals Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, Issuing Banks and the Agents (Administrative Agent, including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.3 (Letters of Credit), 2.10 (Fees), 10.2 (Expenses) and the Agents under Transaction Documents 10.3 (Indemnity) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, Lenders and Issuing Banks to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.3 (Letters of Credit), 2.10 (Fees), 10.2 (Expenses) and 10.3 (Indemnity). To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.3 (Letters of Credit), 2.10 (Fees), 10.2 (Expenses) and 10.3 (Indemnity) hereof out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Cheniere Energy Partners, L.P.), Credit and Guaranty Agreement (Cheniere Energy Partners, L.P.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Bankruptcy Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Senior Credit Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents Sections 2.03 and 10.04) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Agents under this Agreement and the Transaction other Loan Documents. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Agentsany Agent, their its agents and counsel, and any other amounts due to any Agent under this Agreement and the Agents under the Transaction other Loan Documents out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Senior Credit Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Teladoc, Inc.), Credit Agreement (Sucampo Pharmaceuticals, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.03 and the Agents under Transaction Documents 10.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property Property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Insolvency Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.02 and the Agents under Transaction Documents 10.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property Property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Senior Secured Term Loan Credit Agreement (Internap Corp)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit PartyXxxxxxxx, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, Issuing Banks and the Agents (Administrative Agent, including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.2 (Letters of Credit), 2.9 (Fees), 9.2 (Expenses) and the Agents under Transaction Documents 9.3 (Indemnity) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, Lenders and Issuing Banks to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.2 (Letters of Credit), 2.9 (Fees), 9.2 (Expenses) and 9.3 (Indemnity). To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.2 (Letters of Credit), 2.9 (Fees), 9.2 (Expenses) and 9.3 (Indemnity) hereof out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Agents, and the Agents their respective Related Persons (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel Related Persons and all other amounts due the Lenders Agents, the Lenders, and the Agents their respective Related Persons under Transaction Documents Section 2.03 and Section 11.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counselRelated Persons, and any other amounts due to the Agents and their Related Persons under this Agreement or the Transaction other Loan Documents. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Agents, Agents and their agents and counselRelated Persons, and any other amounts due to the Agents and their Related Persons under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Superpriority Priming Debtor in Possession Credit Agreement (CareMax, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents Sections 2.11, 10.2 and 10.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.11, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.11, 10.2 and 10.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Bridge Credit and Guaranty Agreement (Leonardo DRS, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the BorrowerCompany) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable WEIL:\96958663\10\71605.0155 compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents Sections 2.3, 2.10, 10.2 and 10.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.10, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.10, 10.2 and 10.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein in this Section 9.10 shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit PartyObligor, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to x. xx file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to xx. xx file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents Sections 3.2, 3.4 and 15.2 allowed in such judicial proceeding); and
(c) to xxx. xx collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 3.2, 3.4 and 15.2. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 3.2, 3.4 and 15.2 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Term Loan and Security Agreement (DXP Enterprises Inc)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Administrative Agent and the Agents Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents Section 2.03 and Section 11.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property Property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, the Collateral Agent, and their respective agents and counsel, and any other amounts due to the Agents under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws Bankruptcy Code with respect to debtor relief relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled authorized and empowered (but not obligated) by the Lenders, by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents this Agreement) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Second Lien Term Loan Agreement (Stanadyne Holdings, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Issuing Banks and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Agents, the Lenders and the Issuing Banks and their respective agents and counsel and all other amounts due the Agents, the Lenders and the Agents Issuing Banks under Transaction Documents Sections 2.09 and 9.03 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and, and in each case, any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each other Agent, each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lendersother Agents, the Lenders and/or the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.09 and 9.03. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.09 and 9.03 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the other Agents, the Lenders and/or the Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any other Agent, any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Agent, any Lender or any Issuing Bank or to authorize any Administrative Agent to vote in respect of the claim of any Agent, any Lender or the Issuing Bank in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under the Bankruptcy Code or under any Debtor Relief Laws relative to other applicable bankruptcy, insolvency or similar law in respect of any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or unreimbursed drawing under any Letter of Credit (or any other amount hereunder or under any other Credit Document), shall then be due and payable as herein expressed in accordance with the terms hereof or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Company or any other Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Issuing Banks and the Agents (including any claim claims for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective sub-agents (including fees, expenses and counsel other charges of counsel) and all other amounts due the Lenders and to the Agents under Transaction Documents Sections 2.3, 2.10, 9.2 and 9.3) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Agents under the Transaction Documents. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Agents, their agents and counsel, and any other amounts due to the Agents under the Transaction Documents out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.such
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under the Bankruptcy Code or under any Debtor Relief Laws relative to other applicable bankruptcy, insolvency or similar law in respect of any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or unreimbursed drawing under any Letter of Credit (or any other amount hereunder or under any other Credit Document), shall then be due and payable as herein expressed in accordance with the terms hereof or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Company or any other Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Issuing Banks and the Agents (including any claim claims for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective sub-agents (including fees, expenses and counsel other charges of counsel) and all other amounts due the Lenders and to the Agents under Transaction Documents Sections 2.3, 2.10, 9.2 and 9.3) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the LendersLenders and the Issuing Banks, to pay to the Administrative Agent any amount amounts due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its sub-agents (including fees, expenses and other charges of counsel), and any other amounts due to the Agents Administrative Agent under the Transaction Documents. To the extent that the payment of any such compensationSections 2.10, expenses, disbursements 9.2 and advances of the Agents, their agents and counsel, and any other amounts due to the Agents under the Transaction Documents out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise9.3. Nothing contained herein in this Section 8.10 shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any Issuing Bank or to authorize any the Administrative Agent to vote in respect of the claim of any Lender or any Issuing Bank in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.03 and the Agents under Transaction Documents 11.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
: (a) to file f ile a verified verif ied statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that complies with such rule’s disclosure requirements for entities representing more than one creditor;
; (b) to file f ile and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file f ile such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents allowed in such judicial proceeding); and
and 127 (c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trusteetrust ee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Agents under the Transaction Documents. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Agents, their agents and counsel, and any other amounts due to the Agents under the Transaction Documents out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out ofof , any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (New Mountain Guardian III BDC, L.L.C.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In the case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents this Agreement allowed in such judicial proceeding); and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their agents its agent and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, money securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding..
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. (a) In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ab) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(bc) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, Issuing Bank and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.4, 2.11, 10.2 and the Agents under Transaction Documents 10.3 allowed in such judicial proceeding); and
(cd) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the LendersLenders and Issuing Bank, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.11, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.11, 10.2 and 10.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: First Lien Credit and Guaranty Agreement (American Casino & Entertainment Properties LLC)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, Issuing Banks and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.4, 2.11, 10.2 and the Agents under Transaction Documents 10.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the LendersLenders and Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.11, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.11, 10.2 and 10.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (TerraForm Power, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit PartyObligor, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) 13.9.1. to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s 's disclosure requirements for entities representing more than one creditor;
(b) 13.9.2. to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents Sections 3.2, 3.4 and 15.2 allowed in such judicial proceeding); and
(c) 13.9.3. to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 3.2, 3.4 and 15.2. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 3.2, 3.4 and 15.2 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Term Loan and Security Agreement (DXP Enterprises Inc)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In the case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents this Agreement allowed in such judicial proceeding); and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their agents its agent and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, money securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding..
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In the case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents this Agreement allowed in such judicial proceeding); and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their agents its agent and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, money securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding..
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall is then be due and payable as herein in this Agreement expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have has made any demand on the Borrower) shall will be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to under rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.9, 9.2 and the Agents under Transaction Documents 9.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if the If Administrative Agent shall consent consents to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.9, 9.2 and 9.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.9, 9.2 and 9.3 out of the estate in any such proceeding shall be proceeding, is denied for any reasonreason (other than by reason of payment), payment of the same shall will be secured by a Lien on, and shall will be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. .
(d) Nothing contained herein shall in this Agreement will be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Inovalon Holdings, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan Revolving Loans shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Revolving Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and Administrative Agent under the Agents under Transaction Documents Credit Documents) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative with respect to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Administrative Agent, the Collateral Agent and the Agents any other Secured Party (including any claim for the reasonable compensationunder Sections 2.13, expenses2.15, disbursements 2.16, 2.17, 10.2 and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents 10.3) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each other Secured Party to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the LendersLenders or the other Secured Parties, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Agents Administrative Agent, in such capacity, or to its Related Parties under the Transaction DocumentsCredit Documents (including under Sections 10.2 and 10.3). To the extent that the payment of any such compensation, expenses, disbursements and advances of the Agents, their agents and counsel, and any other amounts due to the Agents under the Transaction Documents Administrative Agent, in such capacity, or to its Related Parties out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties property that the Lenders or other Secured Parties may be entitled to receive in such proceeding proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender Lender, or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Alon USA Energy, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Partythe Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.03 and the Agents under Transaction Documents 10.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative Law with respect to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Administrative Agent, the Collateral Agent and the Agents any other Secured Party (including any claim for the reasonable compensationunder Sections 2.7, expenses2.9, disbursements 2.15, 2.17, 2.18, 2.19, 10.2 and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents 10.3) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each other Secured Party to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the LendersLenders or the other Secured Parties, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due to the Agents Administrative Agent, in such capacity or in its capacity as the Collateral Agent, or to its Related Parties under the Transaction DocumentsCredit Documents (including under Sections 10.2 and 10.3). To the extent that the payment of any such compensation, expenses, disbursements and advances of the Agents, their agents and counsel, and any other amounts due to the Agents under Administrative Agent, in such capacity or in its capacity as the Transaction Documents Collateral Agent, or to its Related Parties out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties property that the Lenders or the other Secured Parties may be entitled to receive in such proceeding proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender Lender, or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, Issuing Banks and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.4, 2.11, 10.2 and the Agents under Transaction Documents 10.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the LendersLenders and Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.11, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.11, 10.2 and 10.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Terraform Global, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. (a) In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s 's disclosure requirements for entities representing more than one creditor;creditor;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents Administrative Agent allowed in such judicial proceeding); proceeding; and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective agents its agents, Related Parties and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their agents its agents, Related Parties and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. .
(b) Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (Urban One, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit PartyLoan Party or the German Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, L/C Issuers and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.03, 2.04, 2.09, 10.04 and the Agents under Transaction Documents 10.05) allowed in such judicial proceeding); andand NY\6127033.17
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and L/C Issuer to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the LendersLenders and L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.09, 10.04 and 10.05. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.09, 10.04 and 10.05. out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or L/C Issuers may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (W R Grace & Co)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or LC Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Issuing Bank, the Collateral Agent and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Lenders, the Issuing Bank, the Collateral Agent and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders Lenders, the Issuing Bank, the Collateral Agent and the Agents Administrative Agent Administrative Agent under Transaction Documents Sections 2.05 and 10.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property Property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender Lender, the Issuing Bank and the Collateral Agent to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Bank and the Collateral Agent, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit PartyObligor, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the any Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans Loans, Letter of Credit Outstandings and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Issuers, the Administrative Agent and the Agents Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and the Collateral Agent and their respective agents and counsel and all other amounts due the Lenders Administrative Agent and the Agents Collateral Agent under Transaction Documents Sections 3.3, 12.3 and 12.4) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuer to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the LendersLenders and the Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and the Collateral Agent and their respective agents and counsel, and any other amounts due to the Agents Administrative Agent or the Collateral Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent or the Collateral Agent, their respective agents and counsel, and any other amounts due to the Agents Administrative Agent or the Collateral Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders and the Issuers may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any Issuer or to authorize any the Administrative Agent to vote in respect of the claim of any Lender or any Issuer in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents Section 13.15) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or any L/C Obligations shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the BorrowerBorrower or any other Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans Loans, the L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the L/C Issuer and the Agents each Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Lenders, the L/C Issuer, each Agent and their respective agents and counsel and all other amounts due the Lenders Lenders, the L/C Issuer and the Agents each Agent hereunder and under Transaction Documents each other Loan Document) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the LendersLenders or the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Agentsany Agent or the L/C Issuer, their respective agents and counsel, and any other amounts due to any Agent or the Agents L/C Issuer under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, Issuing Bank and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.4, 2.11, 10.2 and the Agents under Transaction Documents 10.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the LendersLenders and Issuing Bank, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.11, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.11, 10.2 and 10.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (8point3 Energy Partners LP)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
: 174 (ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
; (bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.03 and the Agents under Transaction Documents 10.05) allowed in such judicial proceeding); and
and (ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents Administrative Agent allowed in such judicial proceeding); and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective agents its agents, Related Parties and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their agents its agents, Related Parties and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (Radio One, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and Administrative Agent under the Agents under Transaction Documents Credit Documents) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In the case of the pendency of any proceeding under any Debtor Relief Laws Bankruptcy Proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall will have made any demand on the Borrower) shall will be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:: 148797484_8155722702_14
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations and Oyster Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, each Issuing Bank and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Section 2, Section 10.2 and the Agents under Transaction Documents Section 10.3) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall will consent to the making of such payments directly to the LendersLenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding shall proceeding, will be denied for any reason, payment of the same shall will be secured by a Lien on, and shall will be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall will be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations, the Oyster Obligations or the rights of any Lender or Issuing Bank or to authorize any the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents Administrative Agent allowed in such judicial proceeding); and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective agents its agents, Related Parties and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their agents its agents, Related Parties and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (Urban One, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the 136 Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and Administrative Agent under the Agents under Transaction Documents Credit Documents) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Term Loan Credit Agreement
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the BorrowerCompany) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents Sections 2.9, 10.2 and 10.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.9, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.9, 10.2 and 10.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein in this Section 9.10 shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. (a) In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents Administrative Agent allowed in such judicial proceeding); and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective agents its agents, Related Parties and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their agents its agents, Related Parties and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. .
(b) Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (Radio One, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents Administrative Agent allowed in such judicial proceeding); and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective agents its agents, Related Parties and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their agents its agents, Related Parties and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (Radio One, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit PartyObligor, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) 13.9.1. to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) 13.9.2. to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents Sections 3.2, 3.4 and 15.2 allowed in such judicial proceeding); and
(c) 13.9.3. to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 3.2, 3.4 and 15.2. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 3.2, 3.4 and 15.2 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Term Loan and Security Agreement (DXP Enterprises Inc)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In the case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents this Agreement allowed in such judicial proceeding); and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their agents its agent and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, money securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding..
Appears in 1 contract
Samples: Term Loan Agreement (Sunstone Hotel Investors, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In the case of the pendency of any proceeding under anythe Bankruptcy ProceedingCode or under any Debtor Relief Laws other applicable bankruptcy, insolvency or similar law now or hereafter in effect relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall will have made any demand on the Borrower) shall will be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, each Issuing Bank and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Section 2, Section 10.2 and the Agents under Transaction Documents Section 10.3) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall will consent to the making of such payments directly to the LendersLenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding shall proceeding, will be denied for any reason, payment of the same shall will be secured by a Lien on, and shall will be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall will be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize any the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.09 and the Agents under Transaction Documents 9.03 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.09 and 9.03. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.09 and 9.03 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
: (a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
; (b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due to the Lenders and the Agents Administrative Agent under Transaction Documents Sections 2.10, 10.2 and 10.3 allowed in such judicial proceeding); and
and (c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, Lenders to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents. To the extent that the payment of any such compensationSections 2.10, expenses, disbursements 10.2 and advances of the Agents, their agents and counsel, and any other amounts due to the Agents under the Transaction Documents out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding10.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Lifecore Biomedical, Inc. \De\)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws or any other judicial proceeding relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the L/C Issuer and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders Lenders, the L/C Issuer and the Agents Administrative Agent under Transaction Documents Section 1.3, 2 or 13.15) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the LendersLenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize any the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit PartyObligor, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the any Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 3.3, 12.3 and the Agents under Transaction Documents 12.4) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws or any other judicial proceeding relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the L/C Issuer and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Lenders, the L/C Issuer and their the Administrative Agent and itstheir respective agents and counsel and all other amounts due the Lenders Lenders, the L/C Issuer and the Agents Administrative Agent under Transaction Documents Section 1.031.3, 2 or 13.15) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, if in the event thatif the Administrative Agent shall consent to the making of such payments directly to the LendersLenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize any the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (Dave & Buster's Entertainment, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In the case of the pendency of any proceeding under any Debtor Relief Laws Bankruptcy Proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall will have made any demand on the BorrowerCompany) shall will be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Section 2, Section 10.2 and the Agents under Transaction Documents Section 10.3) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall will consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding shall proceeding, will be denied for any reason, payment of the same shall will be secured by a Lien on, and shall will be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall will be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.4, 2.11, 10.2 and the Agents under Transaction Documents 10.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.11, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.11, 10.2 and 10.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Term Loan and Guaranty Agreement (TerraForm Power, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In the case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents this Agreement allowed in such judicial proceeding); and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their agents its agent and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, money securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding..
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 10.2 and the Agents under Transaction Documents 10.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, Lenders to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.8, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.8, 10.2 and 10.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a priority Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Restructuring Agreement (Ener1 Inc)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.03 and the Agents under Transaction Documents 10.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.03 and 10.03. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.03 and 10.03 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceedingproceeding and any Lender may vote on such a plan or claim in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Five Below, Inc)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. (a) In case of the pendency of any proceeding under any Debtor Relief Insolvency Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ab) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(bc) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.02 and the Agents under Transaction Documents 10.03) allowed in such judicial proceeding); and
(cd) to collect and receive any monies or other property Property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Second Out Term Loan Credit Agreement (Internap Corp)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Issuing Banks and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Agents, the Lenders and the Issuing Banks and their respective agents and counsel and all other amounts due the Agents, the Lenders and the Agents Issuing Banks under Transaction Documents Section 2.09 and Section 9.03 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and, and in each case, any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each other Agent, each Lender and each Issuing Bank to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lendersother Agents, the Lenders and/or the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSection 2.09 and Section 9.03. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Section 2.09 and Section 9.03 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the other Agents, the Lenders and/or the Issuing Banks may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any other Agent, any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Agent, any Lender or any Issuing Bank or to authorize any the Administrative Agent to vote in respect of the claim of any Agent, any Lender or the Issuing Bank in any such proceeding.
Appears in 1 contract
Samples: Revolving Credit Agreement (SoFi Technologies, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit PartyObligor, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) 13.9.1. to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) 13.9.2. to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders and the Agents Administrative Agent under Transaction Documents Sections 3.2, 3.4 and 15.2 allowed in such judicial proceeding); and
(c) 13.9.3. to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 3.2, 3.4 and 15.2. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 3.2, 3.4 and 15.2 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. US-DOCS\144726423.10 Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Term Loan and Security Agreement (DXP Enterprises Inc)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws Insolvency Proceeding relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowerany Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.05 and the Agents under Transaction Documents 10.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Section 2.03 and the Agents under Transaction Documents Section 11.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (Inotiv, Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, L/C Issuers and the Agents (Administrative Agent, including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.3, 2.11, 10.2 and the Agents under Transaction Documents 10.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, Lenders and L/C Issuers to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.3, 2.11, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.3, 2.11, 10.2 and 10.3 hereof out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders or L/C Issuers may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Loan Agreement (Atlantic Power Corp)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In the case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Credit Party Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.10 and the Agents under Transaction Documents 10.5 of this Agreement allowed in such judicial proceeding); and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.10 and 10.5. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their agents its agent and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.10 and 10.5 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, money securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Credit Party Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (Hyatt Hotels Corp)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws Insolvency Proceeding relative to any Credit Loan Party, the Administrative Agent (irrespective of whether the principal of any Term Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowerany Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.03 and the Agents under Transaction Documents 10.03) allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Overseas Shipholding Group Inc)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or Obligation under a Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest and premium owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders Lenders, the Issuing Lender and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due the Lenders Administrative Agent under Sections 2.09, 3.04, 12.01 and the Agents under Transaction Documents 12.02, allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the Issuing Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the LendersLenders and the Issuing Lender, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents. To the extent that the payment of any such compensationSections 2.09, expenses, disbursements 12.01 and advances of the Agents, their agents and counsel, and any other amounts due to the Agents under the Transaction Documents out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding12.
Appears in 1 contract
Samples: Credit Agreement (Metaldyne Performance Group Inc.)
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit GS/Landec – Credit and Guaranty Agreement Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their its respective agents and counsel and all other amounts due to the Lenders and the Agents Administrative Agent under Transaction Documents Sections 2.10, 10.2 and 10.3 allowed in such judicial proceeding); and
(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, Lenders to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction DocumentsSections 2.10, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their its agents and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents Sections 2.10, 10.2 and 10.3 out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein in this Section 9.10 shall be deemed to authorize any Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the BorrowerBorrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:
(ai) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;
(bii) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel and all other amounts due the Lenders and the Agents under Transaction Documents Administrative Agent allowed in such judicial proceeding); and
(ciii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, ; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, if in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents Administrative Agent and their respective agents its agents, Related Parties and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documentsthis Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the AgentsAdministrative Agent, their agents its agents, Related Parties and counsel, and any other amounts due to the Agents Administrative Agent under the Transaction Documents this Agreement out of the estate in any such proceeding proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing contained herein shall be deemed to authorize any Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize any Agent to vote in respect of the claim of any Lender in any such proceeding.
Appears in 1 contract
Samples: Credit Agreement (Urban One, Inc.)
