Common use of The Administrative Agent and Defaulting Lenders Clause in Contracts

The Administrative Agent and Defaulting Lenders. (a) Each Defaulting Lender shall be required to provide to the Administrative Agent cash in an amount, as shall be determined from time to time by the Administrative Agent in its discretion, equal to all obligations of such Defaulting Lender to the Administrative Agent that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender’s obligation to pay its rateable share of any indemnification, reimbursement or expense reimbursement amounts not paid by the Borrowers. Such cash shall be held by the Administrative Agent in one or more cash collateral accounts, which accounts shall be in the name of the Administrative Agent and shall not be required to be interest bearing. The Administrative Agent shall be entitled to apply the foregoing cash in accordance with Section 10.14 to amounts owing to the Administrative Agent. (b) In addition to the indemnity and reimbursement obligations noted in Section 10.5, the Lenders under each Credit Facility agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder) rateably according to their respective rateable share (and in calculating a rateable share of a Lender, ignoring the Commitments of Defaulting Lenders under the applicable Credit Facility) for any amount that a Defaulting Lender fails to pay the Administrative Agent under such Credit Facility and which is due and owing to the Administrative Agent pursuant to Section 10.14. Each Defaulting Xxxxxx agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. (c) The Administrative Agent shall be entitled to set off any Defaulting Lender’s rateable share of all payments received from the Borrowers against such Defaulting Lender’s obligations to make payments and fund Accommodations required to be made by it under the applicable Credit Facility and to purchase participations required to be purchased by it under this Agreement and the other Credit Documents. To the extent permitted by Law, the Administrative Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Administrative Agent all amounts (whether principal, interest, fees or otherwise) received by the Administrative Agent and due to a Defaulting Lender pursuant to this Agreement, for so long as such Lender is a Defaulting Lender, which amounts shall be used by the Administrative Agent: (i) first, to reimburse the Administrative Agent for any amounts owing to it, in its capacity as Administrative Agent, by such Defaulting Lender pursuant to any Credit Document; (ii) second, to reimburse the Lenders for amounts paid to the Administrative Agent pursuant to the Lenders’ indemnity obligations under Section 10.14(b); (iii) third, to repay on a pro rata basis the incremental portion of any Accommodations made by a Lender under a Credit Facility pursuant to Section 12.9(b) and Section 12.9(d) in order to fund a shortfall created by a Defaulting Lender under such Credit Facility and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Accommodations; (iv) fourth, to cash collateralize all other obligations of such Defaulting Lender to the Administrative Agent owing pursuant to this Agreement in such amount as shall be determined from time to time by the Administrative Agent in its discretion, including such Defaulting Lender’s obligation to pay its rateable share of any indemnification, reimbursement or expense reimbursement amounts not paid by the Borrowers; and (v) fifth, to fund from time to time the Defaulting Lender’s rateable share of Borrowings under the applicable Credit Facility. For greater certainty and in addition to the foregoing, neither the Administrative Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including a Defaulting Lender) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrowers to a Defaulting Lender and received and deposited by the Administrative Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the Administrative Agent as determined by a final non-appealable judgment of a court of competent jurisdiction.

The Administrative Agent and Defaulting Lenders. (a) Each Defaulting Lender shall be required to provide to the Administrative Agent cash in an amount, as shall be determined from time to time by the Administrative Agent Agent, in its discretion, equal to all obligations of such Defaulting Lender to the Administrative Agent Agent, that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender’s 's obligation to pay its rateable share Applicable Percentage of any indemnification, reimbursement or expense reimbursement amounts not paid by the BorrowersBorrower. Such cash shall be held by the Administrative Agent in one or more cash collateral accounts, which accounts shall be in the name of the Administrative Agent and shall not be required to be interest bearing. The Administrative Agent shall be entitled to apply the foregoing cash in accordance with Section 10.14 to 12.21, in the case of amounts owing to the Administrative Agent. (b) In addition to the indemnity and reimbursement obligations noted in Section 10.512.21, the Lenders under each Credit Facility agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrowers Borrower and without limiting the obligations of the Borrowers Borrower hereunder) rateably according to their respective rateable share Applicable Percentages (and in calculating a rateable share the Applicable Percentage of a Lender, ignoring the Commitments of Defaulting Lenders under the applicable Credit FacilityLenders) for any amount that a Defaulting Lender fails to pay the Administrative Agent under such Credit Facility and which is due and owing to the Administrative Agent pursuant to Section 10.1412.21. Each Defaulting Xxxxxx Lender agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. (c) The Administrative Agent shall be entitled to set off any Defaulting Lender’s rateable share 's Applicable Percentage of all payments received from the Borrowers Borrower against such Defaulting Lender’s 's obligations to make payments and fund Accommodations required to be made by it under the applicable Credit Facility and to purchase participations required to be purchased by it in each case under this Agreement and the other Credit Loan Documents. To the extent permitted by Lawlaw, the Administrative Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Administrative Agent all amounts (whether principal, interest, fees or otherwise) received by the Administrative Agent and due to a Defaulting Lender pursuant to this Agreement, for so long as such Lender is a Defaulting Lender, which amounts shall be used by the Administrative Agent: (i) first, to reimburse the Administrative Agent for any amounts owing to it, in its capacity as Administrative Agent, by such Defaulting Lender pursuant to any Credit Loan Document; (ii) second, to reimburse the Lenders for amounts paid to the Administrative Agent pursuant to the Lenders’ indemnity obligations under Section 10.14(b); (iii) third, to repay on a pro rata basis the incremental portion of any Accommodations made by a Lender under a Credit Facility pursuant to Section 12.9(b) and Section 12.9(d) 14.2 in order to fund a shortfall created by a Defaulting Lender under such Credit Facility and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Accommodations; (iviii) fourththird, to cash collateralize all other obligations of such Defaulting Lender to the Administrative Agent owing pursuant to this Agreement in such amount as shall be determined from time to time by the Administrative Agent Agent, in its discretion, including such Defaulting Lender’s 's obligation to pay its rateable share Applicable Percentage of any indemnification, reimbursement or expense reimbursement amounts not paid by the BorrowersBorrower; and (v) fifth, to fund from time to time the Defaulting Lender’s rateable share of Borrowings under the applicable Credit Facility. For greater certainty and in addition to the foregoing, neither the Administrative Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including a Defaulting Lender) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrowers to a Defaulting Lender and received and deposited by the Administrative Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the Administrative Agent as determined by a final non-appealable judgment of a court of competent jurisdiction.

The Administrative Agent and Defaulting Lenders. (a) Each Defaulting Lender shall be required to provide to the Administrative Agent cash in an amount, as shall be determined from time to time by the Administrative Agent in its discretion, equal to all obligations of such Defaulting Lender to the Administrative Agent that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender’s obligation to pay its rateable share of any indemnification, reimbursement or expense reimbursement amounts not paid by the BorrowersBorrower. Such cash shall be held by the Administrative Agent in one or more cash collateral accounts, which accounts shall be in the name of the Administrative Agent and shall not be required to be interest bearing. The Administrative Agent shall be entitled to apply the foregoing cash in accordance with Section 10.14 9.14 to amounts owing to the Administrative Agent. (b) In addition to the indemnity and reimbursement obligations noted in Section 10.59.5, the Lenders under each the Credit Facility agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrowers Borrower and without limiting the obligations of the Borrowers Borrower hereunder) rateably according to their respective rateable share (and in calculating a rateable share of a Lender, ignoring the Commitments of Defaulting Lenders under the applicable Credit Facility) for any amount that a Defaulting Lender fails to pay the Administrative Agent under such the Credit Facility and which is due and owing to the Administrative Agent pursuant to Section 10.149.14. Each Defaulting Xxxxxx Lender agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. (c) The Administrative Agent shall be entitled to set off any Defaulting Lender’s rateable share of all payments received from the Borrowers Borrower against such Defaulting Lender’s obligations to make payments and fund Accommodations required to be made by it under the applicable Credit Facility and to purchase participations required to be purchased by it under this Agreement and the other Credit Documents. To the extent permitted by Law, the Administrative Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Administrative Agent all amounts (whether principal, interest, fees or otherwise) received by the Administrative Agent and due to a Defaulting Lender pursuant to this Agreement, for so long as such Lender is a Defaulting Lender, which amounts shall be used by the Administrative Agent: (i) first, to reimburse the Administrative Agent for any amounts owing to it, in its capacity as Administrative Agent, by such Defaulting Lender pursuant to any Credit Document; (ii) second, to reimburse the Lenders for amounts paid to the Administrative Agent pursuant to the Lenders’ indemnity obligations under Section 10.14(b9.14(b); (iii) third, to repay on a pro rata basis the incremental portion of any Accommodations made by a Lender under a the Credit Facility pursuant to Section 12.9(b) and Section 12.9(d11.9(b) in order to fund a shortfall created by a Defaulting Lender under such the Credit Facility and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Accommodations; (iv) fourth, to cash collateralize all other obligations of such Defaulting Lender to the Administrative Agent owing pursuant to this Agreement in such amount as shall be determined from time to time by the Administrative Agent in its discretion, including such Defaulting Lender’s obligation to pay its rateable share of any indemnification, reimbursement or expense reimbursement amounts not paid by the BorrowersBorrower; and (v) fifth, to fund from time to time the Defaulting Lender’s rateable share of Borrowings under the applicable Credit Facility. For greater certainty and in addition to the foregoing, neither the Administrative Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including a Defaulting Lender) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrowers Borrower to a Defaulting Lender and received and deposited by the Administrative Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the Administrative Agent as determined by a final non-appealable judgment of a court of competent jurisdiction.

The Administrative Agent and Defaulting Lenders. (a) Each Defaulting Lender shall be required to provide to the Administrative Agent cash in an amount, as shall be determined from time to time by the Administrative Agent Agent, in its discretion, equal to all obligations of such Defaulting Lender to the Administrative Agent Agent, that are owing or may become owing pursuant to this Agreement, including such Defaulting Lender’s obligation to pay its rateable share Applicable Percentage of any indemnification, reimbursement or expense reimbursement amounts not paid by the BorrowersBorrower. Such cash shall be held by the Administrative Agent in one or more cash collateral accounts, which accounts shall be in the name of the Administrative Agent and shall not be required to be interest bearing. The Administrative Agent shall be entitled to apply the foregoing cash in accordance with Section 10.14 to 12.21, in the case of amounts owing to the Administrative Agent. (b) In addition to the indemnity and reimbursement obligations noted in Section 10.512.21, the Lenders under each Credit Facility agree to indemnify the Administrative Agent (to the extent not reimbursed by the Borrowers Borrower and without limiting the obligations of the Borrowers Borrower hereunder) rateably according to their respective rateable share Applicable Percentages (and in calculating a rateable share the Applicable Percentage of a Lender, ignoring the Commitments of Defaulting Lenders under the applicable Credit FacilityLenders) for any amount that a Defaulting Lender fails to pay the Administrative Agent under such Credit Facility and which is due and owing to the Administrative Agent pursuant to Section 10.1412.21. Each Defaulting Xxxxxx agrees to indemnify each other Lender for any amounts paid by such Lender and which would otherwise be payable by the Defaulting Lender. (c) The Administrative Agent shall be entitled to set off any Defaulting Lender’s rateable share Applicable Percentage of all payments received from the Borrowers Borrower against such Defaulting Lender’s obligations to make payments and fund Accommodations required to be made by it under the applicable Credit Facility and to purchase participations required to be purchased by it in each case under this Agreement and the other Credit Loan Documents. To the extent permitted by Lawlaw, the Administrative Agent shall be entitled to withhold and deposit in one or more non-interest bearing cash collateral accounts in the name of the Administrative Agent all amounts (whether principal, interest, fees or otherwise) received by the Administrative Agent and due to a Defaulting Lender pursuant to this Agreement, for so long as such Lender is a Defaulting Lender, which amounts shall be used by the Administrative Agent: (i) first, to reimburse the Administrative Agent for any amounts owing to it, in its capacity as Administrative Agent, by such Defaulting Lender pursuant to any Credit Loan Document; (ii) second, to reimburse the Lenders for amounts paid to the Administrative Agent pursuant to the Lenders’ indemnity obligations under Section 10.14(b); (iii) third, to repay on a pro rata basis the incremental portion of any Accommodations made by a Lender under a Credit Facility pursuant to Section 12.9(b) and Section 12.9(d) 14.2 in order to fund a shortfall created by a Defaulting Lender under such Credit Facility and, upon receipt of such repayment, each such Lender shall be deemed to have assigned to the Defaulting Lender such incremental portion of such Accommodations; (iviii) fourththird, to cash collateralize all other obligations of such Defaulting Lender to the Administrative Agent owing pursuant to this Agreement in such amount as shall be determined from time to time by the Administrative Agent Agent, in its discretion, including such Defaulting Lender’s obligation to pay its rateable share Applicable Percentage of any indemnification, reimbursement or expense reimbursement amounts not paid by the BorrowersBorrower; and (viv) fifthfourth, to fund from time to time the Defaulting Lender’s rateable share Applicable Percentage of Borrowings under the applicable Credit Facility. Lender Outstandings which are Borrowings. (d) For greater certainty and in addition to the foregoing, neither the Administrative Agent nor any of its Affiliates nor any of their respective shareholders, officers, directors, employees, agents or representatives shall be liable to any Lender (including a Defaulting Lender) for any action taken or omitted to be taken by it in connection with amounts payable by the Borrowers Borrower to a Defaulting Lender and received and deposited by the Administrative Agent in a cash collateral account and applied in accordance with the provisions of this Agreement, save and except for the gross negligence or wilful misconduct of the Administrative Agent as determined by a final non-appealable judgment judgement of a court of competent jurisdiction.