Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, any Lender that (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest, fees, or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' respective PRO RATA shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. (b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 4 contracts
Samples: Credit Agreement (Usaa Tax Exempt Fund Inc), Credit Agreement (Usaa Mutual Fund Inc), Credit Agreement (Usaa State Tax Free Trust)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Coach Inc), Revolving Credit Agreement (Lexmark International Inc /Ky/), Revolving Credit Agreement (Coach Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerany of the Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Barnes Group Inc), Senior Unsecured Revolving Credit Agreement (Barnes Group Inc), Senior Unsecured Revolving Credit Agreement (Barnes Group Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Documentherein, if any Lender that becomes a Delinquent Lender, then, to the extent permitted by Applicable Law:
(ia) willfully does not while the relevant Delinquent Period is in effect, such Delinquent Lender’s right to approve or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of disapprove any Loanamendment, waiver or (B) comply with the provisions of SECTION 9.04 consent with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, Agreement shall be deemed delinquent restricted as set forth in Section 12.1;
(a "DELINQUENT LENDER"b) and shall be deemed a Delinquent Lender until such time as all Delinquent Credits with respect to such delinquency Delinquent Lender have been funded, its Pro Rata Share of any repayment or prepayment of the Loans shall be applied to satisfy its obligation to fund such Delinquent Credits;
(c) until such time as all Delinquent Payments with respect to such Delinquent Lender have been paid in full together with any applicable accrued interest thereon, the Administrative Agent shall apply any amounts thereafter received by the Administrative Agent for the account of such Delinquent Lender to satisfy such Delinquent Lender’s obligation to make such Delinquent Payments;
(d) while the relevant Delinquent Period is satisfied. A in effect, the Borrowers may reduce all or any portion of the unused Commitments of such Delinquent Lender under Section 2.6(a) before reducing the unused Commitments of any other Lender;
(e) any Delinquent Lender with a Delinquent Credit shall not be entitled to receive any commitment fee pursuant to Section 2.9(a) during its Delinquent Period, and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to such Delinquent Lender during its Delinquent Period;
(f) any Delinquent Lender with a Delinquent Credit shall not be entitled to receive its share of any letter of credit fee pursuant to Section 2.9(b) during its Delinquent Period and such fee shall instead be paid to the LC Issuer (or if the entire LC Participation of such Delinquent Lender has been assumed by one or more Lenders, such fee shall be ratably allocated among such Lenders as their interests may appear), unless such Delinquent Lender has provided cash collateral or other credit support or made other arrangements to the LC Issuer’s satisfaction to ensure its ability to fund its future LC Participation in respect of any relevant Letter of Credit; and
(g) the Borrowers may, at their sole expense and effort, upon ten (10) Business Days’ notice to such Delinquent Lender and the Administrative Agent, require the Delinquent Lender to assign and delegate all of its rights, interests and obligations under this Agreement to an Eligible Assignee; provided that if the Borrowers elect to exercise such right with respect to a Delinquent Lender, (i) such Delinquent Lender shall be deemed have received payment of an amount equal to have assigned any the outstanding principal of its Loans and LC Participations, accrued interest thereon, accrued fees and all payments due other amounts then payable to it hereunder and the other Loan Documents, net of any amounts owing to any Agent, Lender or the LC Issuer, from each Borrower, whether on account of outstanding Loans, interest, fees, or otherwise, the Eligible Assignee (to the remaining nondelinquent Lenders for application to, extent of such outstanding principal and reduction of, their respective PRO RATA shares accrued interest and fees) or the Borrowers (in the case of all outstanding Loans to such Borrower. The other amounts), (ii) the Eligible Assignee shall have paid in full all amounts then due and payable by the Delinquent Lender hereby authorizes Operations Agent to distribute any Agent, Lender or the LC Issuer hereunder and the other Loan Documents, (iii) such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall execute and deliver an Assignment Agreement and (iv) such Delinquent Lender shall not be deemed required to have satisfied in full a delinquency when and make any such assignment if, as a result of application the expiry of the assigned payments Delinquent Period prior thereto, the circumstances entitling the Borrowers to all outstanding Loans of the nondelinquent Lenders, Lenders' respective PRO RATA shares of all outstanding Loans have returned require such assignment and delegation cease to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquencyapply.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 3 contracts
Samples: Credit Agreement (Transatlantic Petroleum Ltd.), Credit Agreement (Transatlantic Petroleum Ltd.), Credit Agreement (Transatlantic Petroleum Ltd.)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or to purchase participations in Swing Line Loans required to be funded by it hereunder or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, Credit Agreement shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, participations in Swing Line Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (CAI International, Inc.), Revolving Credit and Term Loan Agreement (CAI International, Inc.), Revolving Credit and Term Loan Agreement (CAI International, Inc.)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) fails to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation within one Business Day of the date required to be made available to the Administrative Agent by it hereunder unless such failure has been cured or (Bb) fails to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all Lendersof the Lenders within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned The Administrative Agent may, in its discretion, apply any and all payments otherwise due to it a Delinquent Lender from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute and apply such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp), Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Credit Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Credit Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerCredit Loans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Credit Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Credit Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Credit Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Credit Agreement (SeaCube Container Leasing Ltd.), Credit Agreement (SeaCube Container Leasing Ltd.)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 14.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Borders Group Inc), Senior Secured Credit Agreement (Pershing Square Capital Management, L.P.)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 17.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Il Fornaio America Corp), Revolving Credit and Term Loan Agreement (Buca Inc /Mn)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Senior Unsecured Revolving Credit Agreement (Barnes Group Inc), Revolving Credit Agreement (Friendly Ice Cream Corp)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Administrative Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes If any Lender is a Delinquent Lender, then the Borrower may, at its cost and expense (other than with respect to payment of the assignment fee referred to in Section 14.5.3(b)(i) and payment of the breakage costs referred to in the proviso to Section 14.5.3(b)(ii) below), upon notice to such Delinquent Lender and the Administrative Agent, require such Delinquent Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 15.1), all of its interests, rights and obligations under this SECTION 7.10Credit Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, a "FAILURE" of if a Lender means accepts such assignment); provided, however, that:
(i) it such Delinquent Lender shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or pay to the appointment of or taking possession by any such official Administrative Agent the assignment fee specified in an involuntary case or other proceeding commenced against it, or Section 15.3;
(ii) it makes a general assignment for such Delinquent Lender shall have received payment of an amount equal to the benefit outstanding principal of creditorsits Loans and Letter of Credit Advances, accrued interest thereon, accrued fees and all other amounts payable to such Delinquent Lender hereunder or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize under any of the foregoingother Loan Documents (including any amounts payable under Section 5.10) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); provided, or however, that the Borrower shall not be responsible for any breakage costs incurred by such Delinquent Lender as a direct result of the Borrower’s decision to replace such Delinquent Lender pursuant to this Section 14.5.3(b); and
(iii) an involuntary case such assignment does not conflict with any applicable laws, statutes, regulations or other proceeding shall be commenced against it seeking liquidationguidelines, reorganizationdirectives or requests of, or other relief with respect to it agreements with, any Governmental Authority (whether or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking not having the appointment force of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effectlaw).
Appears in 2 contracts
Samples: Revolving Credit Agreement (Coach Inc), Revolving Credit Agreement (Coach Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentDocuments, any Lender that (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) fails to make available to Operations the Agent its PRO RATA pro rata share of any Loan, Loan or (B) comply with the provisions to purchase any participation in any Letter of SECTION 9.04 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders, in each case Credit as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Credit Parties, whether on account of outstanding Loans, unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Credit and Security Agreement (Audubon West Inc), Credit and Security Agreement (Columbus McKinnon Corp)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or (Bb) to comply with the provisions of SECTION 9.04 §13 hereof with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Credit Agreement (Staples Inc), Credit Agreement (Staples Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, to make available to the Issuing Bank its pro rata share of each drawing under any Letter of Credit or to participate in any Swing Line Loan or (Bb) to comply with the provisions of SECTION 9.04 §12 hereof with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerSyndicated Loans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Syndicated Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Syndicated Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Syndicated Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Staples Inc), Revolving Credit Agreement (Staples Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 §15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Senior Secured Priming and Superpriority Debtor in Possession Credit Agreement (Real Mex Restaurants, Inc.), Revolving Credit and Term Loan Agreement (Dave & Busters Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §17.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10. At any time before a Delinquent Lender shall have satisfied in full a delinquency as provided in the foregoing sentence, a "FAILURE" of a Lender means (i) it the Borrowers shall seek have the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief same rights and remedies with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking such Delinquent Lender as the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief Borrowers have with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter Affected Lender set forth in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv§6.8(c) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effecthereof.
Appears in 2 contracts
Samples: Revolving Credit Agreement (McCormick & Schmicks Seafood Restaurants Inc.), Revolving Credit Agreement (McCormick & Schmick Holdings, L.L.C.)
Delinquent Lenders. Notwithstanding anything in this Agreement to the contrary, if any Lender becomes a Delinquent Lender, then, to the extent permitted by Applicable Law:
(a) Notwithstanding anything while the relevant Delinquent Period is in effect, such Delinquent Lender’s right to the contrary contained in this Agreement approve or disapprove any other Loan Documentamendment, any Lender that (i) willfully does not waiver or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 consent with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, Agreement shall be deemed delinquent restricted as set forth in Section 12.1;
(a "DELINQUENT LENDER"b) and shall be deemed a Delinquent Lender until such time as all Delinquent Credits with respect to such delinquency Delinquent Lender have been funded, its Pro Rata Share of any repayment or prepayment of the Loans shall be applied to satisfy its obligation to fund such Delinquent Credits;
(c) until such time as all Delinquent Payments with respect to such Delinquent Lender have been paid in full together with any applicable accrued interest thereon, the Administrative Agent shall apply any amounts thereafter received by the Administrative Agent for the account of such Delinquent Lender to satisfy such Delinquent Lender’s obligation to make such Delinquent Payments;
(d) while the relevant Delinquent Period is satisfied. A in effect, the Borrowers may reduce all or any portion of the unused Commitments of such Delinquent Lender under Section 2.6(a) before reducing the unused Commitments of any other Lender;
(e) any Delinquent Lender with a Delinquent Credit shall not be entitled to receive any commitment fee pursuant to Section 2.9(a) during its Delinquent Period, and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to such Delinquent Lender during its Delinquent Period;
(f) any Delinquent Lender with a Delinquent Credit shall not be entitled to receive its share of any letter of credit fee pursuant to Section 2.9(b) during its Delinquent Period and such fee shall instead be paid to the LC Issuer (or if the entire LC Participation of such Delinquent Lender has been assumed by one or more Lenders, such fee shall be ratably allocated among such Lenders as their interests may appear), unless such Delinquent Lender has provided cash collateral or other credit support or made other arrangements to the LC Issuer’s satisfaction to ensure its ability to fund its future LC Participation in respect of any relevant Letter of Credit; and
(g) the Borrowers may, at their sole expense and effort, upon ten (10) Business Days’ notice to such Delinquent Lender and the Administrative Agent, require the Delinquent Lender to assign and delegate all of its rights, interests and obligations under this Agreement to an Eligible Assignee; provided that if the Borrowers elect to exercise such right with respect to a Delinquent Lender, (i) such Delinquent Lender shall be deemed have received payment of an amount equal to have assigned any the outstanding principal of its Loans and LC Participations, accrued interest thereon, accrued fees and all payments due other amounts then payable to it hereunder and the other Loan Documents, net of any amounts owing to any Agent, Lender or the LC Issuer, from each Borrower, whether on account of outstanding Loans, interest, fees, or otherwise, the Eligible Assignee (to the remaining nondelinquent Lenders for application to, extent of such outstanding principal and reduction of, their respective PRO RATA shares accrued interest and fees) or the Borrowers (in the case of all outstanding Loans to such Borrower. The other amounts), (ii) the Eligible Assignee shall have paid in full all amounts then due and payable by the Delinquent Lender hereby authorizes Operations Agent to distribute any Agent, Lender or the LC Issuer hereunder and the other Loan Documents, (iii) such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall execute and deliver an Assignment Agreement and (iv) such Delinquent Lender shall not be deemed required to have satisfied in full a delinquency when and make any such assignment if, as a result of application the expiry of the assigned payments Delinquent Period prior thereto, the circumstances entitling the Borrowers to all outstanding Loans of the nondelinquent Lenders, Lenders' respective PRO RATA shares of all outstanding Loans have returned require such assignment and delegation cease to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquencyapply.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Credit Agreement (Transatlantic Petroleum Ltd.), Credit Agreement (Transatlantic Petroleum Ltd.)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or participate in any Swingline Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc), Multicurrency Revolving Credit Agreement (Borders Group Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Revolving Credit Agreement (SeaCube Container Leasing Ltd.), Revolving Credit Agreement (Seacastle Inc.)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or (Bb) to comply with the provisions of SECTION 9.04 §15.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Senior Unsecured Credit Agreement (Barnes Group Inc), Revolving Credit Agreement (Safety Insurance Group Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Credit Agreement (Lionbridge Technologies Inc /De/), Credit Agreement (Lionbridge Technologies Inc /De/)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) fails to make available to Operations the Administrative Agent its PRO RATA pro rata share of any LoanLoan or to purchase any Letter of Credit Participation within one Business Day of the date required to be made available to the Administrative Agent by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, (Bc) fails to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all Lendersof the Lenders within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, (d) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent delinquent, (e) the Administrative Agent has a good faith belief that such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities or (f) an entity that controls such Lender has been deemed insolvent or become subject to a bankruptcy or other similar proceeding. (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned The Administrative Agent may, in its discretion, apply any and all payments otherwise due to it a Delinquent Lender from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute and apply such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp), Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result in the case of a Failure (as defined below) (A) Revolving Credit Lender, to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation in accordance with the terms hereof or (Bb) to comply with the provisions of SECTION 9.04 14 with respect to making dispositions and arrangements with the other Revolving Credit Lenders or Term Loan Lenders, as the case may be, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share based on all applicable outstanding Loans and Unpaid Reimbursement Obligations of such payments due and to payable to all Lenderspayments, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest, fees, or otherwise, the Borrowers to the remaining nondelinquent Revolving Credit Lenders or Term Loan Lenders, as the case may be, for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to the Obligation so affected by such Borrowerdelinquency. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Revolving Credit Lenders or Term Loan Lenders, as the case may be, in proportion to their respective pro rata shares of all such outstanding Loansthe Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of payments, the nondelinquent Lenders, Lenders' respective PRO RATA pro rata shares of all outstanding Loans the Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Waste Connections Inc/De), Revolving Credit and Term Loan Agreement (Waste Connections Inc/De)
Delinquent Lenders. (a) Notwithstanding anything If for any reason any Lender is a Delinquent Lender, then, in addition to the contrary contained rights and remedies that may be available to Agent, other Lenders, the Borrower or any other party at law or in equity, and not in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or any the other Loan DocumentDocuments shall be suspended during the pendency of such failure or refusal, any Lender that (i) willfully does not or and (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Non-Delinquent Lenders for application to, and reduction of, their respective PRO RATA proportionate shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and ifuntil, as a result of application of the such assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its Pro Rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The Non-Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (a “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Agent and each Non-Delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by Agent or by any Non-Delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Loan Documents. In connection with any Borrowing, in the event that (a) a Delinquent Lender fails to fund its pro rata share of any requested Borrowing and (b) For purposes one or more Non-Delinquent Lenders do not elect to acquire the Delinquent Lender’s right to fund such Loan, such that the Lenders advance less than the full amount requested by Borrower in such Borrowing Request (to the extent such full amount requested by Borrower has been approved by the Agent) (the Pro Rata share of the Delinquent Lender which is not advanced is referred to herein, as the “Shortfall Amount”), then the Borrower shall have the right to deduct, from the Net Proceeds otherwise deliverable to the Agent pursuant to Section 2.08(b) of this SECTION 7.10Agreement, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or an amount equal to the appointment Shortfall Amount. Upon the occurrence and continuance of any Event of Default under this Agreement, and notwithstanding whether the Borrower has deducted the full Shortfall Amount from the Net Proceeds as of such date, the Borrower’s right to deduct such Shortfall Amount from the Net Proceeds shall automatically terminate (without any further act by Agent or taking possession by notice to Borrower required) and the Borrower shall immediately deliver any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment and all Net Proceeds to Agent for application to the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any repayment of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effectObligations.
Appears in 1 contract
Samples: Revolving Credit Agreement (Industrial Income Trust Inc.)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA prorata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or to purchase participations in Swing Line Loans required to be funded by it hereunder or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA prorata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, Credit Agreement shall be deemed delinquent (a "DELINQUENT LENDERDelinquentLender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Revolving Credit Loans, participations in Swing Line Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA prorata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata prorata shares of all such outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA prorata shares of all outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (CAI International, Inc.)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 ss.
16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Iesi Corp)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) when required hereunder to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bii) to comply with the provisions of SECTION 9.04 ss.14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding LoansLoans and unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to and unpaid Reimbursement Obligations for which such BorrowerDelinquent Lender has any obligations hereunder. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all such outstanding Loans and unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA rata shares of all outstanding Loans and unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. A Delinquent Lender shall not be entitled to vote on any matters under this Credit Agreement or the other Loan Documents until such delinquency is satisfied in accordance with this ss.15.6.3, other than matters specified in ss.27 that require the consent of each Lender affected thereby (and such Delinquent Lender is affected thereby) or the consent of all Lenders.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Issuing Lender or the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bii) to comply with the provisions of SECTION 9.04 ss.15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10. Until such time as its delinquency is satisfied, a "FAILURE" of a Delinquent Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief have no right to vote with respect to itself any matters under or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any respect of the foregoing, or (iii) an involuntary case or other proceeding Credit Agreement and shall not be commenced against it seeking liquidation, reorganization, or other relief entitled to receive its portion of any Unused Line Fee paid in accordance with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment ss.2.2 of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effectthis Credit Agreement.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) when required hereunder to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bii) to comply with the provisions of SECTION 9.04 14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of . A Delinquent Lender shall not be entitled to vote on any matters under this Credit Agreement or the other Loan Documents until such delinquency is satisfied in accordance with this SECTION 7.1015.6.3, a "FAILURE" other than matters specified in SECTION 27 that require the consent of a each Lender means affected thereby (iand such Delinquent Lender is affected thereby) it shall seek or the appointment consent of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effectall Lenders.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Agent its PRO RATA pro rata share of any Loan, Credit Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Credit Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerCredit Loans. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Credit Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Credit Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Credit Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Credit Agreement (Seacastle Inc.)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Revolving Credit Loan or to purchase or make any payment on account of any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this AgreementCredit Agreement or Section 15.7, shall be deemed 101 -94- delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10. Until such delinquency is satisfied, a "FAILURE" of a the Delinquent Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, have no right to participate in any vote on or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment matter in respect of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief connection with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effectthis Credit Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Republic Technologies International Holdings LLC)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (SeaCube Container Leasing Ltd.)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 ss.16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any anY payment received, whether by setoff or otherwise, and applied to the Obligations owing such Lender is in excess of its PRO pro RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the -76- Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned The Administrative Agent may, in its discretion, apply any and all payments otherwise due to it a Delinquent Lender from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute and apply such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Emmis Operating Co)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Issuing Lender or the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.. -62-
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase or make any payment on account of any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 (S)14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this AgreementCredit Agreement or (S)15.7, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10. Until such delinquency is satisfied, a "FAILURE" of a the Delinquent Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, have no right to participate in any vote on or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment matter in respect of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief connection with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effectthis Credit Agreement.
Appears in 1 contract
Samples: Revolving Credit Agreement (Blue Steel Capital Corp)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 ss.
17.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Furrs Restaurant Group Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Co-Agent its PRO RATA share of any Loan, Loan or any Letter of Credit Obligation or (Bii) to comply with the provisions of SECTION 9.04 ss.17 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Letter of Credit Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Letter of Credit Obligations. The Delinquent Lender hereby authorizes Operations the Co-Agent to distribute such payments to the nondelinquent Lenders in -84- proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Letter of Credit Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Letter of Credit Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Letter of Credit Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. In the event that any Lender fails to reimburse the Administrative Agent pursuant to Section 11.4.1 for the Percentage Interest of such Lender (the "Delinquent Lender") in any portion of the Loan advanced by the Administrative Agent pursuant to this Section 11, overdue amounts (the "Delinquent Payment") due from the Delinquent Lender to the Administrative Agent shall bear interest, payable by the Delinquent Lender on demand, at a per annum rate equal to (a) Notwithstanding anything the Federal Funds Rate for the first three days overdue and (b) the sum of 2% PLUS the Federal Funds Rate for any longer period. Such interest shall be payable to the contrary contained in this Agreement Administrative Agent for the account of each party making reimbursements or any otherwise bearing the credit risk of such Delinquent Payment as provided below for the period commencing on the date of the Delinquent Payment and ending on the date the Delinquent Lender reimburses such other Loan Document, any Lender that parties on account of the Delinquent Payment and the accrued interest thereon (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received"Delinquency Period"), whether by setoff pursuant to the assignments referred to below or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders. During the Delinquency Period, in each case asorder to make reimbursements for the Delinquent Payment and accrued interest thereon, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and to the Administrative Agent all payments due to it from each Borrower, whether on account of outstanding Loans, interest, fees, or otherwise, which would have thereafter otherwise been payable under the Credit Documents to the remaining nondelinquent Lenders for application toDelinquent Lender, and reduction of, their respective PRO RATA shares the Administrative Agent shall credit a portion of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A each Lender that is not a Delinquent Lender shall be deemed (a "Performing Lender") in an amount equal to have satisfied in full a delinquency when and if, as a result the Percentage Interest of application such Performing Lender divided by one MINUS the Percentage Interest of the assigned payments Delinquent Lender. Upon notice by the Administrative Agent, the Company will pay to all outstanding Loans the Administrative Agent the principal (but not interest) portion of the nondelinquent Lenders, Lenders' respective PRO RATA shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.Delinquent
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not when required hereunder to make available to the Administrative Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 ss.14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. A Delinquent Lender shall not be entitled to vote on any matters under this Credit Agreement or the other Loan Documents until such delinquency is satisfied in accordance with this ss.15.6.3, other than matters specified in ss.27 that require the consent of each Lender affected thereby (and such Delinquent Lender is affected thereby) or the consent of all Lenders.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Reimbursement and Pledge Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not to purchase any Letter of Credit Participation or (iib) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 Section 14.2 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Reimbursement and Pledge Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding LoansUnpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerUnpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansUnpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Letter of Credit Reimbursement and Pledge Agreement (Montpelier Re Holdings LTD)
Delinquent Lenders. (a) Notwithstanding anything to the contrary ------------------ contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro --- rata share of any Loan, Loan or to purchase any Letter of Credit Participation or ---- (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the --- ---- Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such ---------- ------ time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata --- ---- shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansRevolving --- ---- Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding --- ---- Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (Us Xpress Enterprises Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentDocuments, any Revolving Credit Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Revolving Credit Loan or (B) comply with the provisions of SECTION 9.04 to purchase
16.1 with respect to making dispositions and arrangements with witH the other Revolving Credit Lenders, where such Revolving Credit Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Revolving Credit Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, reasonable fees or otherwise, to the remaining nondelinquent Revolving Credit Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Revolving Credit Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Revolving Credit Lenders' respective PRO RATA shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit, Tranche B Loan and Security Agreement (Mayors Jewelers Inc/De)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation, (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations Agent its PRO RATA share payment on the due date therefor of any Loanamount due to any of the Fronting Banks under Section 6.12.2, or (Biii) to comply with the provisions of SECTION 9.04 Section 15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid 91 -84- Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §17.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Loan Parties, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 15 hereof with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, shall in each case ascase, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, any of its Subsidiaries or the Holding Company, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (CRC Evans International Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 18.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Administrative Agent its pro rata share of any Revolving Loan or to pay any Letter of Credit Participation in accordance with the terms of this Credit Agreement or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 Section 12 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender (a “Delinquent Lender”) until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of any outstanding portion of the Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent applicable non-delinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent applicable non-delinquent Lenders in proportion to their respective pro rata shares of all such applicable outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all applicable outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent non-delinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and the respective Revolving Loan Commitment Percentages or Term Loan Commitment Percentages, as the case may be, of all the Lenders without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Centerline Holding Co)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 ss.14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, to acquire its pro rata share of any Swingline Loan, or to pay any Letter of Credit Participation in accordance with the terms of this Credit Agreement or (Bii) to comply with the provisions of SECTION 9.04 Section 12 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender (a “Delinquent Lender”) until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Swingline Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent applicable non-delinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans, Swingline Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent applicable non-delinquent Lenders in proportion to their respective pro rata shares of all such applicable outstanding Loans, Swingline Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all applicable outstanding Loans, Swingline Loans and Unpaid Reimbursement Obligations of the nondelinquent non-delinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans, Swingline Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and the respective Revolving Loan Commitment Percentages or Term Loan Commitment Percentages, as the case may be, of all the Lenders without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Centerline Holding Co)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result in the case of a Failure (as defined below) (A) Revolving Credit Lender, to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation in accordance with the terms hereof or (Bb) to comply with the provisions of SECTION 9.04 §12 with respect to making dispositions and arrangements with the other Lenders, Revolving Credit Lenders where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share based on all applicable outstanding Loans and Unpaid Reimbursement Obligations of such payments due and to payable to all Lenderspayments, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest, fees, or otherwise, the Borrowers to the remaining nondelinquent Revolving Credit Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to the Obligation so affected by such Borrowerdelinquency. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Revolving Credit Lenders in proportion to their respective pro rata shares of all such outstanding Loansthe Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans payments, the Lenders’ respective pro rata shares of the nondelinquent Lenders, Lenders' respective PRO RATA shares of all outstanding Loans Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (Waste Connections Inc/De)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Term Loan Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share Commitment Percentage of any Loan, Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Term Loan Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
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Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or (Bb) to comply with the provisions of SECTION 9.04 §15.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's Xxxxxx’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby Xxxxxx xxxxxx authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
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Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA applicable pro rata share (if any) of any Loan, Loan or to purchase its applicable pro rata amount (if any) of any Letter of Credit Participation or participate in any Swingline Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata (based on all applicable outstanding Loans and Unpaid Reimbursement Obligations) share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of the applicable outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining applicable nondelinquent Lenders for application to, and reduction of, their respective PRO RATA applicable pro rata shares of all then applicable outstanding Loans to and Unpaid Reimbursement Obligations so affected by such Borrowerdelinquency. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective applicable pro rata shares of all such applicable outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent LendersLenders so affected by such delinquency, the applicable Lenders' respective PRO RATA pro rata shares of all such applicable outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 15.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
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Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or participate in any Swingline Loan or (Bb) to comply with the provisions of SECTION 9.04 ss. 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a -109- delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Borders Group Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) when required hereunder to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bii) to comply with the provisions of SECTION 9.04 ss.14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding LoansLoans and unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to and unpaid Reimbursement Obligations for which such BorrowerDelinquent Lender has any obligations hereunder. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all such outstanding Loans and unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. A Delinquent Lender shall not be entitled to vote on any matters under this Credit Agreement or the other Loan Documents until such delinquency is satisfied in accordance with this ss.15.6.3, other than matters specified in ss.27 that require the consent of each Lender affected thereby (and such Delinquent Lender is affected thereby) or the consent of all Lenders.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16 and Section 33 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all Lendersof the Lenders or (c) to purchase a risk participation in Bankers' Acceptances, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Bankers' Acceptances, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans, Bankers' Acceptances and Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans, Bankers' Acceptances and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' respective PRO RATA shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.outstanding
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Russell-Stanley Holdings Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Agent its PRO RATA pro rata share of any Loan, or (Bii) to comply with the provisions of SECTION 9.04 section 15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Credit Agreement (Ict Group Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) make available fails to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 section 10 hereof with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of the outstanding Loansprincipal, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all the outstanding Loans to such BorrowerObligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such the outstanding LoansObligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all the outstanding Loans Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all the outstanding Loans Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Administrative Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation in accordance with the terms of this Credit Agreement or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 13 with respect to making dispositions and arrangements with the other Lenders, where such Lender's Lenders share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"Delinquent Lender) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent applicable non-delinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent applicable non-delinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent non-delinquent Lenders, Lenders' the Lenders respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary ------------------ contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent or, in the case of a Foreign Letter of Credit, the Foreign Agent, its PRO RATA applicable required pro rata share (if any) of any LoanLoan --- ---- or to purchase its applicable required amount (if any) of any Letter of Credit Participation or Foreign Letter of Credit Participation, as the case may be, (b) to make payment on the due date therefor of any amount due to the Fronting Bank under (S)6.11.2, or (Bc) to comply with the provisions of SECTION 9.04 (S)15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata (based on all applicable --- ---- outstanding Loans, Unpaid Reimbursement Obligations and Foreign Unpaid Reimbursement Obligations) share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, Foreign Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA applicable pro rata shares of all outstanding Loans to Loans, Unpaid --- ---- Reimbursement Obligations and Foreign Unpaid Reimbursement Obligations so affected by such Borrowerdelinquency. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective applicable pro rata shares of all such --- ---- applicable outstanding Loans, Unpaid Reimbursement Obligations and Foreign Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans Loans, Unpaid Reimbursement Obligations and Foreign Unpaid Reimbursement Obligations of the nondelinquent LendersLenders (so affected by such delinquency), the applicable Lenders' respective PRO RATA pro rata shares of all applicable outstanding Loans Loans, --- ---- Unpaid Reimbursement Obligations and Foreign Unpaid Reimbursement Obligations so affected by such delinquency have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
. The Administrative Agent, on behalf of the Lenders, shall provide written notice (bvia registered mail) For purposes to Samsonite Europe upon the occurrence of this SECTION 7.10, any Lender becoming a "FAILURE" Delinquent Lender hereunder and the possible assignment of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect such Lender's right to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or receive payments hereunder to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effectLenders.
Appears in 1 contract
Samples: Multicurrency Revolving Credit and Term Loan Agreement (Samsonite Holdings Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, to acquire its pro rata share of any Swingline Loan, or to pay any Letter of Credit Participation in accordance with the terms of this Credit Agreement or (Bii) to comply with the provisions of SECTION 9.04 Section 12 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender (a "Delinquent Lender") until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Swingline Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent applicable non-delinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans, Swingline Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent applicable non-delinquent Lenders in proportion to their respective pro rata shares of all such applicable outstanding Loans, Swingline Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all applicable outstanding Loans, Swingline Loans and Unpaid Reimbursement Obligations of the nondelinquent non-delinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans, Swingline Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and the respective Revolving Loan Commitment Percentages or Term Loan Commitment Percentages, as the case may be, of all the Lenders without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Chartermac)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, or (Biii) to comply with the provisions of SECTION 9.04 Section 15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Company, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Senior Subordinated Note Purchase Agreement (Transtechnology Corp)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 Section 15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Dave & Busters Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 ss.
17.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Emmis Communications Corp)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 (S)16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bii) to comply with the provisions of SECTION 9.04 ss.15 with respect to making dispositions and arrangements with the other 90 -82- otheR Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10. Until such time as its delinquency is satisfied, a "FAILURE" of a Delinquent Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief have no right to vote with respect to itself any matters under or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any respect of the foregoing, or (iii) an involuntary case or other proceeding Credit Agreement and shall not be commenced against it seeking liquidation, reorganization, or other relief entitled to receive its portion of any commitment fee paid in accordance with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment ss.2.2 of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effectthis Credit Agreement.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary ------------------ contained in this Loan Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro --- rata share of any Loan, the Loan or (Bb) to comply with the provisions of SECTION 9.04 (S)10.1 with ---- respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to --- ---- payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Loan Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender ----------------- until such time as such delinquency is satisfied. If any Lender becomes a Delinquent Lender, the Borrower may replace such Delinquent Lender as permitted by (S)3.12 hereof. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of the outstanding LoansLoan, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all the outstanding Loans to such BorrowerLoan. The Delinquent Lender --- ---- hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares --- ---- of all such the outstanding LoansLoan. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all the outstanding Loans Loan of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all the outstanding Loans Loan have --- ---- returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Loan Agreement (Finova Group Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Term Loan Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Term Loan in accordance with the terms of this Term Loan Agreement or (Bii) to comply with the provisions of SECTION 9.04 13 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Term Loan Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Term Loans, interest, fees, fees or otherwise, to the remaining nondelinquent applicable non-delinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerTerm Loans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent applicable non-delinquent Lenders in proportion to their respective pro rata shares of all such applicable outstanding Term Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all applicable outstanding Term Loans of the nondelinquent non-delinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Term Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 Section 11.11 with respect to making dispositions and arrangements with the other Lenders, Lenders where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, of their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerLoans. The Each Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned assignment payments to all outstanding Loans of the nondelinquent Lenders, Lenders' the Lender's respective PRO RATA pro rata shares of all outstanding Loans to have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Loan and Security Agreement (Silverleaf Resorts Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Facility Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bii) to comply with the provisions of SECTION 9.04 ss.15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Facility Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (Sassco Fashions LTD /De/)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or If for any other Loan Document, reason any Lender that (i) willfully does not shall fail or (ii) does not as a result of a Failure (as defined below) (A) refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Operations the Administrative Agent its PRO RATA pro rata share of any LoanLoans, expenses or setoff (Ba "Delinquent Lender") comply with and such failure is not cured within two (2) Domestic Business Days of receipt from the provisions Administrative Agent of SECTION 9.04 with respect written notice thereof, then, in addition to making dispositions the rights and arrangements with remedies that may be available to the Administrative Agent, the other Lenders, where or the Borrowers at law or in equity, and not in limitation thereof, (i) such Delinquent Lender's share of any payment receivedright to participate in the administration of, whether by setoff or otherwisedecision-making rights related to, is in excess of its PRO RATA share the Loans, this Loan Agreement or the other Loan Documents shall be suspended during the pendency of such payments due failure or refusal, and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (ii) a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent non-delinquent Lenders for application to, and reduction of, their respective PRO RATA proportionate shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and ifuntil, as a result of application of the such assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' respective PRO RATA pro rata shares of all outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid.
(b) For purposes The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of this SECTION 7.10, a those Lenders electing to exercise such right) the Delinquent Lender's Commitment to fund future Loans (the "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.Future Commitment"
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (Friendly Ice Cream Corp)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Administrative Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation in accordance with the terms of this Credit Agreement or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 §13 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent applicable non-delinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent applicable non-delinquent Lenders in proportion to their respective pro rata shares of all such applicable outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all applicable outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent non-delinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Quaker Fabric Corp /De/)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 Section 14 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything If for any reason any Lender is a Delinquent Lender, then, in addition to the contrary contained rights and remedies that may be available to Agent, other Lenders, the Borrower or any other party at law or in equity, and not in limitation thereof, (i) such Delinquent Lender’s right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or any the other Loan DocumentDocuments shall be suspended during the pendency of such failure or refusal, any Lender that (i) willfully does not or and (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Non-Delinquent Lenders for application to, and reduction of, their respective PRO RATA proportionate shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and ifuntil, as a result of application of the such assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its Pro Rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid. The Non-Delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, pro rata, based on the respective Commitments of those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (a “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, the Delinquent Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify Agent and each Non-Delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by Agent or by any Non-Delinquent Lender, on account of a Delinquent Lender’s failure to timely fund its pro rata share of a Loan or to otherwise perform its obligations under the Loan Documents. In connection with any Borrowing, in the event that (a) a Delinquent Lender fails to fund its pro rata share of any requested Borrowing and (b) For purposes one or more Non-Delinquent Lenders do not elect to acquire the Delinquent Lender’s right to fund such Loan, such that the Lenders advance less than the full amount requested by Borrower in such Borrowing Request (to the extent such full amount requested by Borrower has been approved by the Agent) (the Pro Rata share of the Delinquent Lender which is not advanced is referred to herein, as the “Shortfall Amount”), then the Borrower shall have the right to deduct, from the Net Proceeds otherwise deliverable to the Agent pursuant to Section 2.08(d) of this SECTION 7.10Agreement, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or an amount equal to the appointment Shortfall Amount. Upon the occurrence of any Event of Default under this Agreement, and notwithstanding whether the Borrower has deducted the full Shortfall Amount from the Net Proceeds as of such date, the Borrower’s right to deduct such Shortfall Amount from the Net Proceeds shall automatically terminate (without any further act by Agent or taking possession by notice to Borrower required) and the Borrower shall immediately deposit any such official and all Net Proceeds in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effectDistribution Account.
Appears in 1 contract
Samples: Revolving Credit Agreement (TNP Strategic Retail Trust, Inc.)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA applicable pro rata share (if any) of any Loan, Loan or to purchase its applicable pro rata amount (if any) of any Letter of Credit Participation or participate in any Swingline Loan or (Bb) to comply with the provisions of SECTION 9.04 (Section)15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata (based on all applicable outstanding Loans and Unpaid Reimbursement Obligations) share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of the applicable outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining applicable nondelinquent Lenders for application to, and reduction of, their respective PRO RATA applicable pro rata shares of all then applicable outstanding Loans to and Unpaid Reimbursement Obligations so affected by such Borrowerdelinquency. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective applicable pro rata shares of all such applicable outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent LendersLenders so affected by such delinquency, the applicable Lenders' respective PRO RATA pro rata shares of all such applicable outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 Section 13 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
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Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation in accordance with the terms of this Credit Agreement or (Bii) to comply with the provisions of SECTION 9.04 ss.13 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of oF any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent applicable non-delinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent applicable non-delinquent Lenders in proportion to their respective pro rata shares of all such applicable outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all applicable outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent non-delinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (Quaker Fabric Corp /De/)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Fronting Bank or the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 15.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
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Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or to purchase participations in Swing Line Loans required to be funded by it hereunder or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, Credit Agreement shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, participations in Swing Line Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations and participations in Swing Line Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
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Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §17.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
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Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Agent its PRO RATA share of any Loan, to make available to the Issuing Bank its PRO RATA share of each drawing under any Letter of Credit or to participate in any Swing Line Loan or (Bb) to comply with the provisions of SECTION 9.04 Section 12 hereof with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such BorrowerSyndicated Loans. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding Syndicated Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Syndicated Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Syndicated Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
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Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or If for any other Loan Document, reason any Lender that (i) willfully does shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Commitment Percentage of any Revolving Credit Loans, expenses or setoff or purchase its Commitment Percentage of a participation interest in the Swingline Loans or Letters of Credit and such failure is not or cured within one (1) Business Day of receipt from the Administrative Agent of written notice thereof, (ii) does not as a result of a Failure shall fail, within three (as defined below3) (A) make available Business Days after request by the Administrative Agent, to Operations Agent its PRO RATA share of any Loan, or (B) confirm that it will comply with the provisions terms of SECTION 9.04 with respect this Agreement relating to making dispositions its Commitments or (iii) has been deemed insolvent in the reasonable judgment of the Administrative Agent or become the subject of a bankruptcy or insolvency proceeding (each, a “Delinquent Lender”), then, in addition to the rights and arrangements with remedies that may be available to the other Lenders, where the Agents, the Swingline Lender, the Issuing Bank, the Borrowers or any other Person at law or in equity, and not in limitation thereof, (A) such Delinquent Lender's share of any payment received’s right to participate in the administration of, whether by setoff or otherwisedecision-making rights related to, is in excess of its PRO RATA share the Revolving Credit Loans, this Agreement or the other Loan Documents shall be suspended during the pendency of such payments due and to payable to all Lendersfailure or refusal; provided, in each case ashowever, when and to that the full extent required by the provisions Commitment of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until may not be increased or extended without the consent of such time as Delinquent Lender, (B) such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers and/or the Guarantors, whether on account of outstanding Revolving Credit Loans, interest, fees, fees or otherwise, to the remaining nondelinquent non-Delinquent Lenders for application to, and reduction of, their respective PRO RATA proportionate shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and ifObligations until, as a result of application of the such assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' ’ respective PRO RATA shares Commitment Percentages of all outstanding Loans Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
, and (bC) For purposes at the option of this SECTION 7.10the Administrative Agent, a "FAILURE" any amounts payable to such Delinquent Lender hereunder (whether on account of a principal, interest, fees or otherwise) shall, in lieu of being distributed to such Delinquent Lender, be retained by the Administrative Agent as Cash Collateral and may be utilized for future funding obligations of the Delinquent Lender means in respect of any Revolving Credit Loan or existing or future participating interest in any Swingline Loan or Letter of Credit. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (iA) it and (B) hereinabove shall seek be restored only upon the appointment payment by the Delinquent Lender of a trusteeits Commitment Percentage of any Obligations, receiver, liquidator, custodianany participation obligation, or other similar official for expenses as to which it or any substantial part is delinquent, together with interest thereon at a rate per annum equal to the rate of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect interest applicable to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking overdue principal pursuant to §5.11.1 from the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to date when originally due until the date upon which any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effectamounts are actually paid.
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Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 § 17.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Revolving Credit Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent and the Collateral Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10. At any time before a Delinquent Lender shall have satisfied in full a delinquency as provided in the foregoing sentence, a "FAILURE" of a Lender means (i) it the Borrowers shall seek have the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief same rights and remedies with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking such Delinquent Lender as the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief Borrowers have with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter Affected Lender set forth in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv§ 6.9(c) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effecthereof.
Appears in 1 contract
Samples: Revolving Credit Agreement (McCormick & Schmicks Seafood Restaurants Inc.)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 §16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit Agreement (Seneca Foods Corp /Ny/)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Applicable Agent its PRO RATA applicable pro rata share (if any) of any Loan, Loan or to purchase its applicable pro rata amount (if any) of any Letter of Credit Participation or participate in any Swingline Loan or (Bb) to comply with the provisions of SECTION 9.04 §15 with respect to making dispositions and arrangements with the other Lenders, where such Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata (based on all applicable outstanding Loans and Unpaid Reimbursement Obligations) share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER"“Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Applicable Borrowers, whether on account of the applicable outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining applicable nondelinquent Lenders for application to, and reduction of, their respective PRO RATA applicable pro rata shares of all then applicable outstanding Loans to and Unpaid Reimbursement Obligations so affected by such Borrowerdelinquency. The Delinquent Lender hereby authorizes Operations the Applicable Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective applicable pro rata shares of all such applicable outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders so affected by such delinquency, the Applicable Lenders, Lenders' ’ respective PRO RATA pro rata shares of all such applicable outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Genesee & Wyoming Inc)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (i) willfully does not to make available to the Agent its pro rata share of any Loan or to purchase any Letter of Credit Participation or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 ss.16 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender 78 -71- hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Century Aluminum Co)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result in the case of a Failure (as defined below) (A) Revolving Credit Lender, to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation in accordance with the terms hereof or (Bb) to comply with the provisions of SECTION 9.04 s. 14 with respect to making dispositions and arrangements with the other Revolving Credit Lenders or Term Loan Lenders, as the case may be, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all Lenderspayments, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrower, whether on account of outstanding Loans, interest, fees, or otherwise, the Borrowers to the remaining nondelinquent Revolving Credit Lenders or Term Loan Lenders, as the case may be, for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerthe Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Revolving Credit Lenders or Term Loan Lenders, as the case may be, in proportion to their respective pro rata shares of all such outstanding Loansthe Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of payments, the nondelinquent Lenders, Lenders' respective PRO RATA pro rata shares of all outstanding Loans the Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Waste Connections Inc/De)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentDocuments, any Revolving Credit Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Agent its PRO RATA share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Revolving Credit Lenders, where such Revolving Credit Lender's ’s share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Revolving Credit Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "“DELINQUENT LENDER"”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, reasonable fees or otherwise, to the remaining nondelinquent Revolving Credit Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Agent to distribute such payments to the nondelinquent Revolving Credit Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Revolving Credit Lenders' ’ respective PRO RATA shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of If any Delinquent Lender defaults in its obligation to fund Loans hereunder which it is objected to fund, then the Borrowers may, at their sole expense and effort, upon notice to the Lenders and the Agent, require such Delinquent Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Article 15), all its interests, rights and obligations under this SECTION 7.10Agreement to an Assignee that shall assume such obligations (which Assignee may be another Lender, a "FAILURE" of if a Lender means accepts such assignment), provided that (i) it the Borrowers shall seek have received the appointment prior written consent of a trusteethe Agent to such assignee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or and (ii) such Delinquent Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it makes a general assignment for hereunder, from the benefit Assignee (to the extent of creditorssuch outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), or shall fail generally subject in each case to pay its debts as they become due, or shall take any corporate action to authorize any adjustments by reason of the foregoingoperation of Section 14.5.3(a) above. A Delinquent Lender shall not be required to make any such assignment and delegation, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidationif, reorganizationprior thereto, or other relief with respect all of the circumstances entitling the Borrowers to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effectrequire such assignment and delegation cease to apply.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or (Bb) to comply with the provisions of SECTION 9.04 ss.
15.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Revolving Credit Loans, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such BorrowerRevolving Credit Loans. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Revolving Credit Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Revolving Credit Loans of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or If for any other Loan Document, reason any Lender that (i) willfully does not shall fail or (ii) does not as a result of a Failure (as defined below) (A) refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to Operations the Administrative Agent its PRO RATA pro rata share of any LoanLoans, expenses or setoff (Ba “Delinquent Lender”) comply with and such failure is not cured within two (2) Domestic Business Days of receipt from the provisions Administrative Agent of SECTION 9.04 with respect written notice thereof, then, in addition to making dispositions the rights and arrangements with remedies that may be available to the Administrative Agent, the other Lenders, where or the Borrowers at law or in equity, and not in limitation thereof, (i) such Delinquent Lender's share of any payment received’s right to participate in the administration of, whether by setoff or otherwisedecision-making rights related to, is in excess of its PRO RATA share the Loans, this Loan Agreement or the other Loan Documents shall be suspended during the pendency of such payments due failure or refusal, and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (ii) a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, interest, fees, fees or otherwise, to the remaining nondelinquent non-delinquent Lenders for application to, and reduction of, their respective PRO RATA proportionate shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and ifuntil, as a result of application of the such assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' ’ respective PRO RATA pro rata shares of all outstanding Loans shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid.
(b) For purposes The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the respective Commitments of this SECTION 7.10those Lenders electing to exercise such right) the Delinquent Lender’s Commitment to fund future Loans (the “Future Commitment”). Upon any such purchase of the pro rata share of any Delinquent Lender’s Future Commitment, a "FAILURE" the Delinquent Lender’s share in future Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Acceptance. Each Delinquent Lender shall indemnify the Administrative Agent and each non-delinquent Lender from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by the Administrative Agent or by any non-delinquent Lender, on account of a Lender means (i) it shall seek the appointment Delinquent Lender’s failure to timely fund its pro rata share of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief Loan or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay otherwise perform its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it obligations under the federal bankruptcy laws as now or hereafter in effectLoan Documents.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan DocumentDocuments, any Revolving Credit Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Revolving Credit Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 ss.
16.1 with respect to making dispositions and arrangements with the other Revolving Credit Lenders, where such Revolving Credit Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Revolving Credit Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, reasonable fees or otherwise, to the remaining nondelinquent Revolving Credit Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Revolving Credit Lenders in proportion to their respective pro rata shares of all such outstanding LoansRevolving Credit Loans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Revolving Credit Lenders' respective PRO RATA pro rata shares of all outstanding Revolving Credit Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit, Tranche B Loan and Security Agreement (Mayors Jewelers Inc/De)
Delinquent Lenders. In the event that any Lender fails to reimburse the Agent pursuant to Section 11.4.1 for the Percentage Interest of such Lender (the "Delinquent Lender") in any credit advanced by the Agent pursuant hereto, overdue amounts (the "Delinquent Payment") due from the Delinquent Lender to the Agent shall bear interest, payable by the Delinquent Lender on demand, at a per annum rate equal to (a) Notwithstanding anything the Federal Funds Rate for the first three days overdue and (b) the sum of 2% plus the Federal Funds Rate for any longer period. Such interest shall be payable to the contrary contained in this Agreement Agent for the account of each party making reimbursements or any otherwise bearing the credit risk of such Delinquent Payment as provided below for the period commencing on the date of the Delinquent Payment and ending on the date the Delinquent Lender reimburses such other Loan Document, any Lender that parties on account of the Delinquent Payment and the accrued interest thereon (i) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) make available to Operations Agent its PRO RATA share of any Loan, or (B) comply with the provisions of SECTION 9.04 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received"Delinquency Period"), whether by setoff pursuant to the assignments referred to below or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all Lenders. During the Delinquency Period, in each case asorder to make reimbursements for the Delinquent Payment and accrued interest thereon, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and to the Agent all payments due to it from each Borrower, whether on account of outstanding Loans, interest, fees, or otherwise, which would have thereafter otherwise been payable under the Credit Documents to the remaining nondelinquent Lenders for application toDelinquent Lender, and reduction of, their respective PRO RATA shares the Agent shall credit a portion of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A each Lender that is not a Delinquent Lender (a "Performing Lender") in an amount equal to the Percentage Interest of such Performing Lender divided by one minus the Percentage Interest of the Delinquent Lender. Upon notice by the Agent, the Company will pay to the Agent the principal (but not interest) portion of the Delinquent Payment. The Agent will promptly notify each Lender of the Agent's determination of the Federal Funds Rate. The foregoing provisions shall be deemed in addition to any other remedies the Agent, the Performing Lenders or the Company may have satisfied in full a delinquency when and if, under law or equity against the Delinquent Lender as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' respective PRO RATA shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquencyDelinquent Payment.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 Section 16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each Borrowerthe Borrowers, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata PRO RATA shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Iesi Tx Corp)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, any Lender that (i) willfully does not If for any reason any Lender shall fail or (ii) does not as a result of a Failure (as defined below) (A) refuse to abide by its obligations under this Loan Agreement, including without limitation its obligation to make available to Operations Agent its PRO RATA pro rata share of any LoanLoans, expenses or setoff (Ba "Delinquent Lender") comply with and such failure is not cured within ten (10) days of receipt from the provisions Agent of SECTION 9.04 with respect written notice thereof, then, in addition to making dispositions the rights and arrangements with remedies that may be available to Agent, and the other Lenders, where the Borrower or any other party at law or in equity, and not at limitation thereof, (i) such Delinquent Lender's share of any payment receivedright to participate in the administration of, whether by setoff or otherwisedecision-making rights related to, is in excess of its PRO RATA share the Loans, this Loan Agreement or the other Loan Documents shall be suspended during the pendency of such payments due failure or refusal, and to payable to all Lenders, in each case as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (ii) a "DELINQUENT LENDER") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding LoansAdvances, interest, fees, fees or otherwise, to the remaining nondelinquent non-delinquent Lenders for application to, and reduction of, their respective PRO RATA proportionate shares of all outstanding Loans to such Borrower. The Delinquent Lender hereby authorizes Operations Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding Loans. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and ifAdvances until, as a result of application of the such assigned payments to all outstanding Loans of the nondelinquent Lenders, Lenders' respective PRO RATA pro rata shares of all outstanding Loans Advances shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. The Delinquent Lender's decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Delinquent Lender of its pro rata share of any Loans or expenses as to which it is delinquent, together with interest thereon at the Default Rate from the date when originally due until the date upon which any such amounts are actually paid.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment The non-delinquent Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to acquire for no cash consideration, (pro rata, based on the benefit respective Commitments of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.those Lenders
Appears in 1 contract
Samples: Tax Exempt Bond Line of Credit and Security Agreement (Charter Municipal Mortgage Acceptance Co)
Delinquent Lenders. (a) Notwithstanding anything to the contrary contained in this Credit Agreement or any of the other Loan DocumentDocuments, any Lender that fails (ia) willfully does not or (ii) does not as a result of a Failure (as defined below) (A) to make available to Operations the Administrative Agent its PRO RATA pro rata share of any Loan, Loan or to purchase any Letter of Credit Participation or (Bb) to comply with the provisions of SECTION 9.04 (S)16.1 with respect to making dispositions and arrangements with the other Lenders, where such Lender's share of any payment received, whether by setoff or otherwise, is in excess of its PRO RATA pro rata share of such payments due and to payable to all of the Lenders, in each case as, when and to the full extent required by the provisions of this Credit Agreement, shall be deemed delinquent (a "DELINQUENT LENDERDelinquent Lender") and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from each the Borrower, whether on account of outstanding Loans, Unpaid Reimbursement Obligations, interest, fees, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their respective PRO RATA pro rata shares of all outstanding Loans to such Borrowerand Unpaid Reimbursement Obligations. The Delinquent Lender hereby authorizes Operations the Administrative Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all such outstanding LoansLoans and Unpaid Reimbursement Obligations. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans and Unpaid Reimbursement Obligations of the nondelinquent Lenders, the Lenders' respective PRO RATA pro rata shares of all outstanding Loans and Unpaid Reimbursement Obligations have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency.
(b) For purposes of this SECTION 7.10, a "FAILURE" of a Lender means (i) it shall seek the appointment of a trustee, receiver, liquidator, custodian, or other similar official for it or any substantial part of its property, or shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, or other similar official for it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or (ii) it makes a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing, or (iii) an involuntary case or other proceeding shall be commenced against it seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it, or (iv) an order for relief shall be entered against it under the federal bankruptcy laws as now or hereafter in effect.
Appears in 1 contract
Samples: Senior Unsecured Revolving Credit Agreement (Barnes Group Inc)
