Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, to cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 11 contracts
Samples: Credit Agreement (B&G Foods, Inc.), Credit Agreement (B&G Foods, Inc.), Credit Agreement (B&G Foods, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or Swingline Lender hereunder; third, to cash collateralize the Cash Collateralize Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the manner described in Section 2.31(d2.09(a); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Cash Collateralize Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the manner described in Section 2.31(d2.09(a); sixth, to the payment of any amounts owing to the Lenders Lenders, Issuing Bank or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements reimbursement obligations in respect of any LC Disbursement for which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.19(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.19(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 10 contracts
Samples: Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Assignment and Assumption (Goldman Sachs BDC, Inc.), Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 7.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders Lenders, or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or L/C Disbursements Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Disbursements Letter of Credit Exposure owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Disbursements Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Loans Advances and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 7 contracts
Samples: Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.), Credit Agreement (Jagged Peak Energy Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 6 contracts
Samples: Credit Agreement (Cerence Inc.), Credit Agreement (Cerence Inc.), Credit Agreement (Open Lending Corp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Committed Loans in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Committed Borrowings under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Committed Loan or L/C Disbursements Advance in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Committed Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Committed Loans of, and L/C Disbursements Advance owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Committed Loans of, or L/C Disbursements Advances owed to, such Defaulting Lender until such time as all Committed Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.15(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.15(a) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 6 contracts
Samples: Credit Agreement (Amplify Energy Corp.), Credit Agreement (Amplify Energy Corp.), Credit Agreement (Amplify Energy Corp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or the any Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 5 contracts
Samples: Fourth Amended And (Hostess Brands, Inc.), First Lien Credit Agreement (Hostess Brands, Inc.), First Lien Credit Agreement (Hostess Brands, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) 2.24 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 5 contracts
Samples: Restatement Agreement (EDGEWELL PERSONAL CARE Co), Credit Agreement (EDGEWELL PERSONAL CARE Co), Credit Agreement (Cabot Microelectronics Corp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, to cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrowerthird, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventhfourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been madefifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the applicable conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, of all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, of such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv)hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 4 contracts
Samples: Credit Agreement (Cemex Sab De Cv), Credit Agreement (Cemex Sab De Cv), Credit Agreement (Cemex Sab De Cv)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s L/C Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.17; fourth, as the Principal Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Principal Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.17; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Lender, any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 4 contracts
Samples: Credit Agreement (Highwoods Realty LTD Partnership), Credit Agreement (Highwoods Realty LTD Partnership), Credit Agreement (Highwoods Realty LTD Partnership)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Banks’ Letter of Credit Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)4.10; fourth, as the Borrower may request (so long as no Default or Event of Unmatured Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Letter of Credit Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)4.10; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this AgreementAgreement or under any other Loan Document; seventh, so long as no Default or Event of Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this AgreementAgreement or under any other Loan Document; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements outstanding Letters of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements outstanding Letter of Credit Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements outstanding Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the their Commitments under the applicable facility without giving effect to Section 2.31(a)(iv)clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 4 contracts
Samples: Credit Agreement (Forestar Group Inc.), Credit Agreement (Horton D R Inc /De/), Credit Agreement (Forestar Group Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(k); fourth, as the Borrower may request (so long as no Default or Event of Default then exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.08(k); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower or any of its Subsidiaries as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any of its Subsidiaries against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C funded and unfunded participations in LC Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.09(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.09(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 4 contracts
Samples: Credit Agreement (Montage Resources Corp), Credit Agreement (Eclipse Resources Corp), Credit Agreement (Eclipse Resources Corp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.08, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.14; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Borrowings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded Participations in L/C Exposure Obligations are held by the Lenders Lender pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv)2.15(a)(iv) owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 4 contracts
Samples: Credit Agreement (American Financial Group Inc), Credit Agreement (American Financial Group Inc), Credit Agreement (American Financial Group Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.24; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.24; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or L/C Disbursements with respect to drawings made under Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Disbursements the amount of such drawings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Disbursements the amount of such drawings owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Revolving Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.23(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.23(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 4 contracts
Samples: Credit Agreement (CorePoint Lodging Inc.), Guaranty and Security Agreement (CorePoint Lodging Inc.), Credit Agreement (CorePoint Lodging Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Banks’ Letter of Credit Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)4.10; fourth, as the Borrower may request (so long as no Default or Event of Unmatured Default exists), to the funding of any Revolving Credit Ratable Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Letter of Credit Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)4.10; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements outstanding Letters of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements outstanding Letter of Credit Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements outstanding Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the their Revolving Credit Commitments under the applicable facility without giving effect to Section 2.31(a)(iv)clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 4 contracts
Samples: Credit Agreement (Horton D R Inc /De/), Credit Agreement (Horton D R Inc /De/), Credit Agreement (Horton D R Inc /De/)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.24(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.24(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 4 contracts
Samples: Credit Agreement (Essential Properties Realty Trust, Inc.), Credit Agreement (Essential Properties Realty Trust, Inc.), Credit Agreement (Essential Properties Realty Trust, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C LC Exposure are is held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv4.05(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii4.05(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 4 contracts
Samples: Credit Agreement (Us Energy Corp), Credit Agreement (Rosehill Resources Inc.), Credit Agreement (Rosehill Resources Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C Disbursements Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Lenders pro rata in accordance with the Commitments under the applicable facility their respective Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 3 contracts
Samples: Credit Agreement (NNN Reit, Inc.), Credit Agreement (National Retail Properties, Inc.), Credit Agreement (National Retail Properties, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the Borrower Representative may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the BorrowerBorrower Representative, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) 2.24 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 3 contracts
Samples: Credit Agreement (Adient PLC), Collateral Agreement (Johnson Controls Inc), Credit Agreement (Adient LTD)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by otherwise and including any amounts made available to the Administrative Agent from a that Defaulting Lender pursuant to Section 9.7 shall 10.09 shall, following application by the Administrative Agent of any such payment by or on behalf of the Borrowers to the account of such Defaulting Lender with respect to such Obligation paid (and in lieu of being distributed to such Defaulting Lender pursuant to Section 2.12(a) or such other provision of this Agreement applicable with respect to the distribution thereof), be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing any L/C Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by a L/C Issuer (and after giving effect to cash collateralize the Issuing LenderSection 2.16(a)(iv) and any Cash Collateral then held), to be held as Cash Collateral for such L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.03(g); fourth, as the Parent Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or so long as determined the amount of the Cash Collateral at such time is equal to the actual Fronting Exposure at such time, to substitute for and release to the Parent Borrower on a dollar-for-dollar basis, Cash Collateral previously provided by the Borrowers with respect to the applicable Defaulting Lender (subject to documentation in form and substance reasonably satisfactory to the Administrative AgentAgent and the applicable L/C Issuer or the Swing Line Lender, as applicable, and such substituted amounts otherwise satisfying the requirements to constitute Cash Collateral hereunder), or any combination thereof, in each case, other than during a Collateral Period, free and clear of Liens created in favor of Administrative Agent hereunder or any other Loan Document; fifth, if so determined by the Administrative Agent and the Parent Borrower, to be held in a an interest bearing deposit account and released pro rata in order to (x) satisfy such obligations of that Defaulting Lender’s potential future funding obligations with respect to fund Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.03(g); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or Swing Line Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the L/C Issuers or the Issuing Lender Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower hereunder or as a result of any judgment of a court of competent jurisdiction obtained by the a Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, with respect to this clause eighth, if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Credit Extensions in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Credit Extensions owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Credit Extensions owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Aggregate Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 3 contracts
Samples: Security Agreement (Enbridge Energy Partners Lp), Security Agreement (Midcoast Energy Partners, L.P.), Credit Agreement (Midcoast Energy Partners, L.P.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C LC Exposure are is held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(a)(iv4.05(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii4.05(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 3 contracts
Samples: Credit Agreement (Sundance Energy Inc.), Credit Agreement (Sundance Energy Inc.), Credit Agreement (Sundance Energy Australia LTD)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 SECTION 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, to cash collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements (including any Loans made pursuant to SECTION 2.13(e)) in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 SECTION 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Outstandings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Outstandings and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(ivSECTION 2.27(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(iiSECTION 2.27(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 3 contracts
Samples: Intercreditor Agreement (Toys R Us Inc), Intercreditor Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative any Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative any Agent from a Defaulting Lender pursuant to Section 9.7 SECTION 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, to cash collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan (which specific Loan shall be determined by the Administrative Agent) in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Non-Defaulting Lender, any Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements (including any Loans made pursuant to SECTION 2.13(e)) in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 SECTION 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Outstandings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Outstandings and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility their Commitment Percentages hereunder without giving effect to Section 2.31(a)(ivSECTION 2.26(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(iiSECTION 2.26(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 3 contracts
Samples: Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De)
Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “Letter of Credit Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article V were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Letter of Credit Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents heretothereto.
Appears in 3 contracts
Samples: Credit Agreement (United Homes Group, Inc.), Credit Agreement (United Homes Group, Inc.), Credit Agreement (United Homes Group, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to cash collateralize the Issuing LenderCash Collateralize L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.16; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing LenderCash Collateralize L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.16; sixth, to the payment of any amounts owing to the Lenders Lenders, L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, L/C Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 3 contracts
Samples: Credit Agreement (Rexford Industrial Realty, Inc.), Credit Agreement (Rexford Industrial Realty, Inc.), Credit Agreement (Rexford Industrial Realty, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.20; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Agreement in accordance with Section 2.31(d)2.20; sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Revolving Loans or L/C Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Disbursements LOC Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Disbursements LOC Obligations owed to, such Defaulting Lender until such time as all Revolving Loans and L/C Exposure funded and unfunded participations in LOC Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.21(a) (iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 3 contracts
Samples: Credit Agreement (Fiesta Restaurant Group, Inc.), Credit Agreement (Carrols Restaurant Group, Inc.), Credit Agreement (Carrols Restaurant Group, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.13; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (yB) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.13; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise as may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.14(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 3 contracts
Samples: Credit Agreement (Good Times Restaurants Inc.), Credit Agreement (Jamba, Inc.), Credit Agreement (Good Times Restaurants Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender amount (whether voluntary or mandatory, at maturity, pursuant to Section 7 9 or otherwise) or received by , and including any amounts made available to the Administrative Agent from a by that Defaulting Lender pursuant to Section 9.7 11.3), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such that Defaulting Lender to the Issuing Bank or the Swingline Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders Lenders, the Issuing Bank or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Issuing Bank or the Issuing Swingline Lender against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Letter of Credit Borrowings in respect of which such that Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans or Letter of Credit Borrowings were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to the pay the Loans of, and L/C Disbursements Letter of Credit Borrowings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Borrowings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the their Revolving Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.16(a)(ii) shall be deemed paid to (and the underlying obligations satisfied to the extent of such payment) and redirected by such that Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (BurgerFi International, Inc.), Credit Agreement and Joinder (BurgerFi International, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article XI. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 13.4. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit, in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article VI. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Liabilities owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Liabilities owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Broadstone Net Lease Inc), Credit Agreement (Broadstone Net Lease Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 7.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s 's Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s 's potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s 's future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders Lenders, or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Exposure owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Extraction Oil & Gas, Inc.), Credit Agreement (Extraction Oil & Gas, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article IX or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to cash collateralize the Issuing LenderCash Collateralize L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.16; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing LenderCash Collateralize L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.16; sixth, to the payment of any amounts owing to the Lenders Lenders, Swing Line Lender or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Swing Line Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Armada Hoffler Properties, Inc.), Credit Agreement (Armada Hoffler Properties, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 7.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders Lenders, or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Exposure owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Extraction Oil & Gas, LLC), Credit Agreement (Extraction Oil & Gas, LLC)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunderL/C Issuer; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Credit Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Credit Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Credit Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolving Credit Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Revolving Credit Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Revolving Credit Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Revolving Credit Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees fees, indemnity payments or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 ARTICLE 10 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 13.01 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing each Fronting Letter of Credit Lender hereunder; third, to cash collateralize the Issuing Cash Collateralize each Fronting Letter of Credit Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)5.10; fourth, as the Borrower Parent may request (so long as no Default or Event of Default exists), to the funding of any Loan Accommodation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerParent, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Accommodations under this Agreement and (y) cash collateralize the Issuing Cash Collateralize each Fronting Letter of Credit Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)5.10; sixth, to the payment of any amounts owing to the Lenders or the Issuing each Fronting Letter of Credit Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Fronting Letter of Credit Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Accommodations or L/C Disbursements Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Accommodations were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 herein were satisfied or waived, such payment shall be applied solely to pay the Loans ofAccommodations made by, and L/C Disbursements Letter of Credit Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans ofAccommodations made by, or L/C Disbursements Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans Accommodations and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the their applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.12(1)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.12(1)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Tucows Inc /Pa/), Senior Secured Credit Agreement (Tucows Inc /Pa/)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the applicable Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the applicable Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the applicable Borrower as a result of any judgment of a court of competent jurisdiction obtained by the applicable Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (International Money Express, Inc.), Credit Agreement (International Money Express, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by otherwise and including any amounts made available to the Administrative Agent from a that Defaulting Lender pursuant to Section 9.7 shall 10.09 shall, following application by the Administrative Agent of any such payment by or on behalf of the Borrower to the account of such Defaulting Lender with respect to such Obligation paid (and in lieu of being distributed to such Defaulting Lender pursuant to Section 2.12(a) or such other provision of this Agreement applicable with respect to the distribution thereof), be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing any L/C Issuer or any Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by a L/C Issuer (and after giving effect to cash collateralize the Issuing LenderSection 2.16(a)(iv) and any Cash Collateral then held), to be held as Cash Collateral for such L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.03(g); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, or so long as determined the amount of the Cash Collateral at such time is equal to the actual Fronting Exposure at such time, to substitute for and release to the Borrower on a dollar-for-dollar basis, Cash Collateral previously provided by the Borrower with respect to the applicable Defaulting Lender (subject to documentation in form and substance reasonably satisfactory to the Administrative AgentAgent and the applicable L/C Issuer or the applicable Swing Line Lender, as the case may be, and such substituted amounts otherwise satisfying the requirements to constitute Cash Collateral hereunder); fifth, if so determined by the Administrative Agent and the Borrower, to be held in a an interest bearing deposit account and released pro rata in order to (x) satisfy such obligations of that Defaulting Lender’s potential future funding obligations with respect to fund Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.03(g); sixth, to the payment of any amounts owing to the Lenders, the L/C Issuers or Swing Line Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the L/C Issuers or the Issuing Lender Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower hereunder or as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, with respect to this clause eighth, if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Credit Extensions in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Credit Extensions owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Credit Extensions owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Enbridge Energy Partners Lp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative any Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative any Agent from a Defaulting Lender pursuant to Section 9.7 SECTION 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third, to cash collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan (which specific Loan shall be determined by the Administrative Agent) in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders or Revolving Lenders, the Issuing Banks or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Non-Defaulting Lender, any Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements (including any Loans made pursuant to SECTION 2.13(e)) in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 SECTION 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Outstandings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Revolving Credit Loans and L/C Exposure funded and unfunded participations in Letter of Credit Outstandings and Swingline Loans are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their Revolving Commitment Percentages hereunder without giving effect to Section 2.31(a)(ivSECTION 2.26(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(iiSECTION 2.26(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Revolving Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Pier 1 Imports Inc/De), Pier 1 Imports Inc/De
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 ARTICLE VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Banks hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.21; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.21; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in LC Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Service Corp International), Credit Agreement (Service Corporation International)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Zurn Water Solutions Corp), Intercreditor Agreement (Rexnord Corp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 13.7 hereto shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.14; sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 7.1 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with their Percentages of the relevant Commitments under the applicable facility without giving effect to Section 2.31(a)(iv)2.13(a)(iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.13(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Performant Financial Corp), Credit Agreement (Performant Financial Corp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 13.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to cash collateralize the Cash Collateralize any Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Cash Collateralize any Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future applicable Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.3(j) in respect of Letters of Credit (such amounts “L/C Disbursements Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article VI were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Revolving Credit Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Credit Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (RLJ Lodging Trust), Credit Agreement (RLJ Lodging Trust)
Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that that, if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “Letter of Credit Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article V were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Letter of Credit Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Letter of Credit Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (LGI Homes, Inc.), Credit Agreement (LGI Homes, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent Agents hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders Lenders, the L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the L/C Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Tops Markets Ii Corp), Credit Agreement (Tops Holding Corp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to cash collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.15(d); fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s L/C Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.15(d); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowing in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Borrowings owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Borrowings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Platform Specialty Products Corp), Credit Agreement (Platform Specialty Products Corp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 13.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “L/C Disbursements Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article V were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Lenders pro rata in accordance with the Commitments under the applicable facility their respective Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Ps Business Parks, Inc./Md), Revolving Credit Agreement (Ps Business Parks Inc/Ca)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunderLC Issuers; third, to cash collateralize Cash Collateralize the Issuing Lender’s LC Issuers’ Fronting Exposure with respect to such Defaulting Lender on a pro rata basis in accordance with Section 2.31(d2.22(d); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s LC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Facility LCs issued under this Agreement, in accordance with Section 2.31(d2.22(d); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender LC Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, if so long as payment on account of any amount owing determined by the Administrative Agent, distributed to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against Lenders other than the Defaulting Lender required until the ratio of the Outstanding Credit Exposure of such Lenders to be paid under the seventh clause above has been madeAggregate Outstanding Exposure of all Lenders equals such ratio immediately prior to the Defaulting Lender’s failure to fund any portion of any Loans or participations in Facility LCs; and ninth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Facility LC issuances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit relevant Facility LCs were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, Credit Extensions of all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, Credit Extensions of such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in LC Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Radian Group Inc), Credit Agreement (Radian Group Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swingline Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.13; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.13; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.14(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Monitronics International Inc), Credit Agreement (Monitronics International Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 or otherwise) or received by made available to the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.8 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Swingline Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure of the Swingline Lender with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (yB) cash collateralize Cash Collateralize the Issuing Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Swingline Loans issued under this Agreement, in accordance with Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Loans or L/C Disbursements funded participations in Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Loans were made or the related Letters of Credit Swingline Loans were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements funded participations in Swingline Loans owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements funded participations in Swingline Loans owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.12(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.12(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Aptargroup Inc), Credit Agreement (Aptargroup Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.14 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Revolving Loans or L/C Disbursements Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Revolving Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 7.1 were satisfied or waived, such payment shall be applied solely to pay the Revolving Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Revolving Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Revolving Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable facility Revolving Credit without giving effect to Section 2.31(a)(iv)2.14(a)(iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (LTC Properties Inc), Credit Agreement (LTC Properties Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to cash collateralize the Issuing Lender’s Banks’ Fronting Exposure Exposures with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure Exposures with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit hereunder are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.08(l)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii2.08(l) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Centennial Resource Development, Inc.), Credit Agreement (Centennial Resource Development, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “L/C Disbursements Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article VI were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their respective Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (American Realty Capital Properties, Inc.), Option and Subordination Agreement (CapLease, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.08, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.14; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such that Defaulting Lender as a result of such that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such that Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Dennys Corp), Credit Agreement (Dennys Corp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or Swingline Lender hereunder; third, to cash collateralize the Cash Collateralize Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the manner described in Section 2.31(d2.09(a); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Cash Collateralize Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the manner described in Section 2.31(d2.09(a); sixth, to the payment of any amounts owing to the Lenders Lenders, Issuing Bank or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements reimbursement obligations in respect of any LC Disbursement for which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or and waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.18(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.18(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Oaktree Finance, LLC), Senior Secured Revolving Credit Agreement (Oaktree Capital Group, LLC)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 11 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 13.02 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any Letter of Credit Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderLetter of Credit Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(g); fourth, as the applicable Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderLetter of Credit Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.08(g); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Letter of Credit Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Letter of Credit Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowing in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 7.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Borrowings owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Borrowings owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Borrowings are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv)clause (iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Lafayette Square USA, Inc.), Revolving Credit Agreement (Lafayette Square USA, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunderhereunder (other than in respect of Letters of Credit); second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Administrative Agent in respect of Letters of Credit hereunder or the Swingline Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to cash collateralize Cash Collateralize the Issuing LenderAdministrative Agent’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) in the case of a Defaulting Lender that is a Revolving Lender, to satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) cash collateralize in the Issuing case of a Defaulting Lender that is a Revolving Lender, Cash Collateralize the Administrative Agent’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders Lenders, the Administrative Agent or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Administrative Agent or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans of either Class or amounts required to have been funded by the Revolving Lenders under Section 2.5.(j) in respect of Letters of Credit (such amounts “L/C Disbursements Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of such Class of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans of such Class and, as applicable, funded and L/C Exposure unfunded participations in Letter of Credit Liabilities and Swingline Loans, are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)) and all Term Loans are held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders of such Class. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Corporate Office Properties, L.P.), And Consolidated Credit Agreement (Corporate Office Properties, L.P.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.03 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any LC Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s LC Issuers’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.16; fourth, as the Applicable Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s LC Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.16; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender LC Issuers as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender LC Issuers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements reimbursement of any payment on any Letter of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or reimbursement of any payment on any Letter of Credit were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements LC Outstandings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements LC Outstandings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in LC Outstandings are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Credit Facilities without giving effect to Section 2.31(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (GTT Communications, Inc.), Credit Agreement (GTT Communications, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article 6 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 8.4), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.14; fourth, as the Borrower may request (so long as no Potential Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender Xxxxxx has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.14; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Potential Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Revolving Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (UL Solutions Inc.), Credit Agreement (UL Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.7 hereto shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender any L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)9.4; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)9.4; sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 7.1 hereof were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Non‑Defaulting Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with their Percentages of the relevant Commitments under the applicable facility without giving effect to Section 2.31(a)(iv)1.14(a)(iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii1.14(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 2 contracts
Samples: Credit Agreement (Whitestone REIT), Credit Agreement (Whitestone REIT Operating Partnership, L.P.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Banks hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure Exposures with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the Borrower Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure Exposures with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the a Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.4.(j) in respect of Letters of Credit (such amounts, “L/C Disbursements Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Revolving Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)) are held by the Lenders pro rata as if there had been no Lenders that are Defaulting Lenders. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents heretothereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to 105 such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or the any Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Swingline Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure of the Swingline Lender with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this Agreement and (yB) cash collateralize Cash Collateralize the Issuing Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit Swingline Loans issued under this Agreement, in accordance with Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Loans or L/C Disbursements funded participations in Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Loans were made or the related Letters of Credit Swingline Loans were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements funded participations in Swingline Loans owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements funded participations in Swingline Loans owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.12(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.12(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Aptargroup Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such any Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Swingline Lender and any Issuing Lender Bank hereunder; third, to cash collateralize the Cash Collateralize each Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.23(k); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Cash Collateralize each Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.23(k); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit are held by the Revolving Credit Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.23(j). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) 2.26 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 8 or otherwise) 62 or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender or any Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or the Issuing Lender Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Issuing Lenders or the Issuing Lender Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(a)(iv2.24(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.24(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.08, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the their Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.16(a). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Ashford Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to cash collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.15(d); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.15(d); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowing in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 5.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Borrowings owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Borrowings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section Article 7 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 7.04 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunderAgent; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, on a pro rata basis, to cash collateralize Cash Collateralize the Issuing Lender’s 's Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.07(h); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s 's potential future funding obligations with respect to Loans Advances under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s 's future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.07(h); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or L/C Disbursements Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Disbursements Letter of Credit Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Disbursements Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans Advances and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(a)(iv2.16(a)(vi). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative any Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Issuing Swingline Lender hereunder; third, to cash collateralize the each Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Letter of Credit Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Outstandings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv8.13(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii8.13(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Caleres Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.2 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Lenders hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Lenders’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.8; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Credit Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Credit Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Credit Agreement in accordance with the procedures set forth in Section 2.31(d)2.3; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Credit Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) 123 such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements LOC Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements LOC Obligations owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in LOC Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv11.9(a)(iv). Any ; any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii11.9(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.;
Appears in 1 contract
Samples: Credit Agreement (Brandywine Operating Partnership, L.P.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata ratable basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.13; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata as necessary in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (yB) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.13; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Sunrun Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees fees, indemnity payments or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.01 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing each Fronting Letter of Credit Lender hereunder; third, to cash collateralize the Issuing LenderCash Collateralize each Fronting Letter of Credit Xxxxxx’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)4.10; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan Accommodation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerParent, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Accommodations under this Agreement and (y) cash collateralize the Issuing LenderCash Collateralize each Fronting Letter of Credit Xxxxxx’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)4.10; sixth, to the payment of any amounts owing to the Lenders or the Issuing each Fronting Letter of Credit Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Fronting Letter of Credit Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Accommodations or L/C Disbursements Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Accommodations were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 herein were satisfied or waived, such payment shall be applied solely to pay the Loans ofAccommodations made by, and L/C Disbursements Letter of Credit Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans ofAccommodations made by, or L/C Disbursements Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans Accommodations and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the their applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.15(1)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.15(1)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Tucows Inc /Pa/)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunderL/C Issuer; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the Borrower Representative may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrower Representative, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.16; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Appropriate Lenders pro rata in accordance with the applicable Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (American Residential Properties, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such 105 Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Bank or any Swingline Lender hereunder; third, to cash collateralize the Cash Collateralize each Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the manner described in Section 2.31(d2.09(a); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Cash Collateralize each Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the manner described in Section 2.31(d2.09(a); sixth, to the payment of any amounts owing to the Lenders, Issuing Banks or Swingline Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing any Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements reimbursement obligations in respect of any LC Disbursement for which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or and waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.19(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.19(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Sixth Street Specialty Lending, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement Agreement, and (yB) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.14; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.55 CHAR1\1816984v1CHAR1\1816984v7
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Lender, Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 6.02 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, 70 Amended and Restated KCSR Credit Agreement to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank or Swing Line Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.15(d); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.15(d); sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Banks or Swing Line Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Lender Banks or Swing Line Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in L/C Exposure Obligations and Swing Line Advances are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative any Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Issuing Swingline Lender hereunder; third, to cash collateralize the each Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Letter of Credit Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Outstandings owed to, all Non‑Defaulting Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and 124 unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv8.13(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii8.13(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Caleres Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.1 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Banks’ Letter of Credit Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)4.10; fourth, as the Borrower may request (so long as no Default or Event of Unmatured Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Letter of Credit Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)4.10; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this AgreementAgreement or under any other Loan Document; seventh, so long as no Default or Event of Unmatured Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this AgreementAgreement or under any other Loan Document; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements outstanding Letters of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.in
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 5.5 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.4 hereto shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank or the Agent hereunder for Swingline Loans hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders or and the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements LC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 6.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements LC Obligations owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements LC Obligations owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in LC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Pro Rata without giving effect to Section 2.31(a)(iv)4.2(a)(iv) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii4.2(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to cash collateralize the Issuing Lender’s Banks’ Fronting Exposure Exposures with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure Exposures with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit hereunder are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.08(l)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii2.08(l) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Centennial Resource Development, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent hereunder for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Banks hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.21; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.21; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in LC Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.22(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.22(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.20; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, Agreement in accordance with Section 2.31(d)2.20; sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Lender Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Lender, the Issuing Lender Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or L/C Disbursements LOC Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements LOC Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements LOC Obligations owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in LOC Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.21(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.21(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Banks’ LC Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.09(j); fourth, as the Borrower Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerBorrowers, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.09(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in LC Obligations are held by the Lenders pro rata in accordance with the Revolving Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.20(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.20(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Rovi Corp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to cash collateralize the Issuing Lender’s Banks’ Fronting Exposure Exposures with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure Exposures with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit hereunder are held by the Lenders pro rata in accordance with the applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.08(l)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii2.08(l) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article IX. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 11.4. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Issuing Swingline Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to cash collateralize the Cash Collateralize any Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Revolving Lender, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Cash Collateralize any Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders Lenders, the Issuing Banks or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.5.(j) in respect of Letters of Credit (such amounts “L/C Disbursements Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Non‑Defaulting Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities and Swingline Loans are held by the Lenders on a pro rata basis in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages and Term Loan Commitment Percentages, as applicable, (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Pennsylvania Real Estate Investment Trust)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative DIP Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section Article 7 or otherwise) or received by the Administrative DIP Agent from a Defaulting Lender pursuant to Section 9.7 7.4 shall be applied at such time or times as may be determined by the Administrative DIP Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative DIP Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s 's Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative DIP Agent; fifth, if so determined by the Administrative DIP Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s 's potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s 's future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.15; sixth, to the payment of any amounts owing to the Lenders Lenders, or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Letter of Credit Exposure in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 3.4 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Exposure owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Possession Credit Agreement (Extraction Oil & Gas, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.20, shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing L/C Issuer or Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Borrower Company may request (so long as no Potential Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the BorrowerCompany, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders Lenders, the L/C Issuer or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the L/C Issuer or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Potential Default or Event of Default exists, to the payment of any amounts owing to the Borrower Company as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Company against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, share and (y) such Loans or were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 7.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Exposure owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Exposure owed to, such Defaulting Lender until such time as all Loans and L/C funded and unfunded participations in Letter of Credit Exposure and Swing Line Loans are held by the Lenders pro rata in accordance with the their Revolving Credit Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.06(a)(v). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.06(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative any Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Issuing Swingline Lender hereunder; third, to cash collateralize the each Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its 134 obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Letter of Credit Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Outstandings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv8.13(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii8.13(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Caleres Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section Article 7 or otherwise) or received by the Administrative Agent 49 from a Defaulting Lender pursuant to Section 9.7 7.04 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunderAgent; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, on a pro rata basis, to cash collateralize Cash Collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.07(h); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.07(h); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or L/C Disbursements Letter of Credit Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Disbursements Letter of Credit Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Disbursements Letter of Credit Obligations owed to, such Defaulting Lender until such time as all Loans Advances and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.16(a)(vi). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees, or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article XI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement Agreement, and (y) cash collateralize Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (xA) such payment is a payment of the principal amount of any Loans or amounts owing by such Defaulting Lender under Section 2.4(j) in respect of Letters of Credit (such amounts “L/C Disbursements Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (yB) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article VI were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letter of Credit Liabilities are held by the Lenders pro rata in accordance with the Commitments under the applicable facility their respective Pro Rata Share (determined without giving effect to Section 2.31(a)(ivsubsection (d) of this Section). Any payments, prepayments prepayments, or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Equity One, Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 8 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.7 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Lender or the Issuing Swing Line Lender hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Lenders’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders, the Issuing Lenders or the Issuing Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Issuing Lenders or the Issuing Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Obligations in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(a)(iv2.24(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.24(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 6.02 were satisfied [Credit Agreement] or waived, such payment shall be applied solely to pay the Loans of, and L/C LC Disbursements owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C LC Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C LC Exposure are is held by the Lenders pro rata in accordance with the Commitments under the applicable facility Facility without giving effect to Section 2.31(a)(iv4.05(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii4.05(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunderhereunder (other than in respect of Letters of Credit); second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Administrative Agent in respect of Letters of Credit hereunder or the Swingline Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to cash collateralize Cash Collateralize the Issuing LenderAdministrative Agent’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) in the case of a Defaulting Lender that is a Revolving Lender, to satisfy such Defaulting Lender’s potential future funding obligations with respect to Revolving Loans under this Agreement and (y) cash collateralize in the Issuing case of a Defaulting Lender that is a Revolving Lender, Cash Collateralize the Administrative Agent’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders Lenders, the Administrative Agent or the Issuing Swingline 4889-7534-3155, v. 14 Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Administrative Agent or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans of either Class or amounts required to have been funded by the Revolving Lenders under Section 2.5.(j) in respect of Letters of Credit (such amounts “L/C Disbursements Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of such Class of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans of such Class and, as applicable, funded and L/C Exposure unfunded participations in Letter of Credit Liabilities and Swingline Loans, are held by the Revolving Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)) and all Term Loans are held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders of such Class. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Corporate Office Properties Trust)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 7.04 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunder; third, to cash collateralize the Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.07; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances under this Agreement and (y) cash collateralize the Issuing Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.07; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans Advances or L/C Disbursements Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Disbursements Letters of Credit owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Disbursements Letters of Credit owed to, such Defaulting Lender until such time as all Loans loans and L/C Exposure funded and unfunded participations in Letter of Credit Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Bank or any Swingline Lender hereunder; third, to cash collateralize the Cash Collateralize each Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with the manner described in Section 2.31(d2.09(a); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement 70 Revolving Credit Agreement and (y) cash collateralize the Cash Collateralize each Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with the manner described in Section 2.31(d2.09(a); sixth, to the payment of any amounts owing to the Lenders, Issuing Banks or Swingline Lenders or the Issuing Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing any Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements reimbursement obligations in respect of any LC Disbursement for which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or and waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements reimbursement obligations in respect of any LC Disbursement that is owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the applicable Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.19(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.19(a)(i) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 2.18(c) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.23; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s future Banks’ Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.23; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the any Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements LC Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements LC Obligations owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements LC Obligations owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in LC Obligations are held by the Lenders pro rata in accordance with the applicable Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.20(c)(i). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.20(e) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. In the event that each of the Administrative Agent, the Borrower, and each Issuing Bank agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender shall purchase at par such of the Loans of the other Lenders or take such other actions as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans and funded and unfunded participations in Letters of Credit in accordance with their Revolving Percentages (without giving effect to Section 2.20(c)(i)); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Xxxxxx was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Xxxxxx’s having been a Defaulting Lender.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Invitation Homes Inc.)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VI or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 10.05 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender hereunderBanks; third, to cash collateralize Cash Collateralize the Fronting Exposure of the Issuing Lender’s Fronting Exposure Banks with respect to such Defaulting Lender in accordance with Section 2.31(d)2.18; fourth, as the each Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan Advance or funded participation in any Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the applicable Borrower, to be held in a deposit account and released pro rata in order to (xA) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans Advances and funded participations in Letters of Credit under this Agreement and (yB) cash collateralize the Cash Collateralize any Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.18; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the any Borrower as a result of any judgment of a court of competent jurisdiction obtained by the such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s 's breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x1) such payment is a payment of the principal amount of any Loans Advances or L/C Disbursements funded participations in Letters of Credit in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y2) such Loans Advances were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 3.02 were satisfied or waived, such payment shall be applied solely to pay the Loans Advances of, and L/C Disbursements funded participations in Letters of Credit owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans Advances of, or L/C Disbursements funded participations in Letters of Credit owed to, such Defaulting Lender until such time as all Loans Advances and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the US Revolving Commitments under the applicable facility without giving effect to Section 2.31(a)(iv2.19(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.19(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Olin Corp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees Fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X. or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 3.3. shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, in the case of a Defaulting Lender that is a Revolving Lender, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Bank or the Swingline Lender hereunder; third, in the case of a Defaulting Lender that is a Revolving Lender, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)subsection (e) below; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, in the case of a Defaulting Lender that is a Revolving Lender, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)subsection (e) below; sixth, to the payment of any amounts owing to the Lenders Lenders, the Issuing Bank or the Issuing Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, the Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans of any Class or amounts owing by such Defaulting Lender under Section 2.3.(j) in respect of Letters of Credit (such amounts “L/C Disbursements Disbursements”), in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 Article V. were satisfied or waived, such payment shall be applied solely to pay the Loans of such Class of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders of the applicable Class on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans of such Class and, as applicable, funded and L/C Exposure unfunded participations in Letter of Credit Liabilities and Swingline Loans, are held by the Lenders pro rata in accordance with the Commitments under the applicable facility their respective Revolving Commitment Percentages (determined without giving effect to Section 2.31(a)(ivthe immediately following subsection (d)) and all Term Loan are held by the Term Loan Lenders pro rata as if there had been no Defaulting Lenders. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) subsection shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: And Consolidated Credit Agreement (Equity Lifestyle Properties Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.06 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; , second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the any Issuing Lender Bank hereunder; , third, to cash collateralize Cash Collateralize the Issuing Lender’s Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.05(j); , fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; , fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.05(j); , sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Banks as a result of any judgment of a court of competent jurisdiction obtained by any 113 Lender or the Issuing Lender Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; , and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii) 2.24 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 9.9 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative any Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Issuing Swingline Lender hereunder; third, to cash collateralize the each Issuing LenderBank’s Fronting Exposure 119 with respect to such Defaulting Lender in accordance with Section 2.31(d)Lender; fourth, as the Lead Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Lead Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Lender’s Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d); sixth, to the payment of any amounts owing to the Lenders or Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender Lender, any Issuing Bank or the Issuing Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrower Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Letter of Credit Outstandings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Letter of Credit Outstandings owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Letter of Credit Outstandings owed to, such Defaulting Lender until such time as all Loans and L/C Exposure funded and unfunded participations in Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv8.13(d). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii8.13(b) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit Agreement (Brown Shoe Co Inc)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 12.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender Bank hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderBank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d2.08(j); fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize Cash Collateralize the Issuing LenderBank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d2.08(j); sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender Bank as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender Banks against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements owed to, all Lenders that are not Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements owed to, such Defaulting Lender until such time as all Loans and L/C Exposure are held by the Lenders pro rata in accordance with the Commitments under the applicable facility without giving effect to Section 2.31(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.31(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.and
Appears in 1 contract
Samples: Credit Agreement (Primeenergy Corp)
Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.7 13.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lender L/C Issuer hereunder; third, to cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.31(d)2.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement Agreement; and (y) cash collateralize Cash Collateralize the Issuing LenderL/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.31(d)2.14; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lender L/C Issuer as a result of any judgment of a court of competent jurisdiction obtained by any Lender or the Issuing Lender L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, so long as payment on account of any amount owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against the Defaulting Lender required to be paid under the seventh clause above has been made, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided provided, that if (x) such payment is a payment of the principal amount of any Loans or L/C Disbursements Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, ; and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.2 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Disbursements Obligations owed to, all Lenders that are not non-Defaulting Lenders (such Lenders, “Non-Defaulting Lenders”) on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Disbursements Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Exposure Obligations are held by the Lenders pro rata in accordance with the Commitments under the applicable facility hereunder without giving effect to Section 2.31(a)(iv2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral Cash Collateral pursuant to this Section 2.31(a)(ii2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Appears in 1 contract
Samples: Credit, Security and Guaranty Agreement (World Wrestling Entertainmentinc)
