Defaulting Buyer has the meaning set forth in Section 2.02.
Defaulting Buyer means any Buyer, as determined by the Agent, that has (a) failed to fund any portion of its Transactions within one Business Day of the date required to be funded by it hereunder, (b) notified the Seller, the Agent or any Buyer in writing that it does not intend to comply with any of its funding obligations under this Agreement or made a public statement to the effect that it does not intend to comply with its funding obligations (i) under this Agreement or (ii) under other agreements in which it is obligated to extend credit or provide mortgage warehouse financing unless, in the case of this clause (ii), such obligation is the subject of a good faith dispute, (c) failed, within one Business Day after request by the Agent to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Transactions, (d) otherwise failed to pay over to the Agent or any other Buyer 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, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent, or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Buyer shall not become a Defaulting Buyer solely as a result of (x) the acquisition or maintenance of an ownership interest in such Buyer or a Person controlling such Buyer or (y) the exercise of control over a Buyer or a Person controlling a Buyer, in each case by a Governmental Authority.
Defaulting Buyer has the meaning set forth in Section 4.5.
Examples of Defaulting Buyer in a sentence
In the event that Agent and Seller agree that a Defaulting Buyer has adequately remedied all matters that caused such Buyer to be a Defaulting Buyer, then such Buyer shall cease to be a Defaulting Buyer for all purposes hereof.
Each Party agrees that an assignment required pursuant to this Section 4.5(b) may be effected pursuant to assignment documentation executed by Seller, Agent and the assignee and that the Defaulting Buyer required to make such assignment need not be a party thereto.
No Buyer shall be required to make any such assignment if prior thereto, such Buyer shall have ceased to be a Defaulting Buyer in accordance with Section 4.5(c).
All calculations with respect to adjustments in the Undivided Commitment Percentages and Undivided Funding Percentages of, Funding Amounts owed by, or Distribution Amounts payable to, any Buyers resulting from any Buyer becoming a Defaulting Buyer or any actions taken by Agent pursuant to this Section 4.5 shall be made by Agent and communicated to Buyers in appropriate Funding Notices or other written notices (in all cases, with copies to Seller).
Any permitted assignee shall assume all obligations of its assignor under this Framework Agreement; provided, that in the event of any assignment by a Defaulting Buyer required pursuant to Section 4.5(b), any indemnity obligations owed to or by such Defaulting Buyer under the Transaction Agreements shall survive such assignment.
More Definitions of Defaulting Buyer
Defaulting Buyer means any Buyer, as determined by the Agent, that has (a) failed to fund any portion of its Transactions (including any Swing Line Transactions syndicated pursuant to Section 2.5) within two Business Days of the date required to be funded by it hereunder, (b) notified the Seller, the Agent or any Buyer in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement, other mortgage repurchase agreements or any agreements in which it commits to extend credit, (c) failed, within two Business Days after request by the Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Transactions and participations in then outstanding Swing Line Transactions (provided that such Buyer shall cease to be a Defaulting Buyer pursuant to this clause (c) upon receipt of such written confirmation by the Agent), (d) otherwise failed to pay over to the Agent or any other Buyer any other amount required to be paid by it hereunder within two Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Buyer shall not be a Defaulting Buyer solely by virtue of the ownership or acquisition of any equity interest in that Buyer or any direct or indirect parent company thereof by a Governmental Authority, so long as such ownership interest does not result in or provide such Buyer with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Buyer (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Buyer. Any determination by the Agent that a Buyer is a Defaulting Buyer under any one or more of clauses (a) through (e) above shall be conclusive and binding absent manifest error, and such Buyer shall be deemed to be a Defaulting Buyer upon delivery of writte...
Defaulting Buyer has the meaning set forth in Section 20.5 hereof.
Defaulting Buyer means a Buyer that is deemed to be a defaulting buyer by the MMCS in accordance with the Rules;
Defaulting Buyer means at any time any Buyer with respect to which a Buyer Default is in effect at such time.
Defaulting Buyer means any Buyer, as determined by the Agent, that has (a) failed to fund any portion of its Transactions (including any Swing Line Transactions syndicated pursuant to Section 2.5) within two Business Days of the date required to be funded by it hereunder, (b) notified the Seller, the Agent or any Buyer in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that
Defaulting Buyer. Any Buyer which for any reason shall fail or refuse to abide by its obligations under this Agreement or the other Repurchase Documents within the time periods specified for performance of such obligation or, if no time frame is specified, if such failure or refusal continues for a period of five (5) Business Days.
Defaulting Buyer has the meaning set forth in Section 4.5. “Depositary” means JPMorgan Chase Bank, N.A. “Direct Taxes” means sales, use, excise, gross receipts, fuel, value added, export/import, acquisition, transfer and similar Taxes, or any inspection fees, environmental fees and similar amounts imposed on or with respect to any Eligible Receivable or any Contracts related thereto. “Distribution Amount” means, collectively, for any Buyer (without duplication), (a) with respect to any expiring Transaction, an amount equal to the product of (x) the amount of Funded Repurchase Price paid by Seller with respect to such Transaction which is attributable to payments of Price Differential multiplied by (y) such Buyer’s Individual Funded Percentage in connection with such expiring Transaction immediately prior to the applicable Repurchase Date; (b) with respect to any Transaction expiring on a Repurchase Date that does not coincide with the Purchase Date for a subsequent Transaction, an amount equal to the product of (x) any Funded Repurchase Price paid by Seller in connection with such expiring Transaction multiplied by (y) such Buyer’s Individual Funded Percentage in connection with such expiring Transaction immediately prior to the applicable Repurchase Date; and (c) with respect to any Transaction expiring on a Repurchase Date that coincides with the Purchase Date for a subsequent Transaction, an amount equal to such Buyer’s Individual Funding Reduction Amount (if any) with respect to such subsequent Transaction, subject to Section 4.4(c). “EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway. “Eligibility Criteria” means the criteria set forth in Part 2 of Schedule 3. “Eligible Obligor” means, as of any date, an Obligor listed on Part 1 of Schedule 3 hereto as of such date; provided that any such Obligor which is Insolvent or a Related Obligor of which is Insolvent shall cease to be an Eligible Obligor from and after the date on which such Obligor (or Related Obligor) becomes Insolvent (thereafter, a “Defaulted Obligor”). “Eligible Obligor Limit” means, with respect to each Eligible Obligor Group as of any date of determination, the “Group Limit” for such Eligible Obligor Group set forth in the table on Part 1 of Schedule 3; “Eligible Obligor Receivable” means a Receivable originated by Seller and owing by an Obligor listed in Part 1 of Schedule 3 to this Framework Agreement.