Disqualified Institution. (i) any Person set forth on the list provided by the Lead Borrower to the Agent prior to the date hereof, which list shall be provided upon request to any Lender in order to assist in compliance with Sections 12.2 and 12.3 hereof; and (ii) any Person that is a competitor or an Affiliate of a competitor of the Borrowers and is identified by the Lead Borrower from time to time in writing to the Agent (in which case, the Agent shall make such supplemented list available to the Lenders); provided that any supplements to such list made after the date hereof shall not retroactively disqualify a Disqualified Institution that was not a Disqualified Institution as of the date of such supplement. Disregarded Domestic Person: any direct or indirect U.S. Subsidiary of the Lead Borrower, substantially all of whose assets consist of Equity Interests in one or more direct or indirect Foreign Subsidiaries.
Disqualified Institution. (i) No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date on which the assigning Lender entered into an Assignment Agreement or participation agreement, as applicable, with such Person (unless the Borrower has consented to such assignment to such entity, in which case, such entity will not be considered a Disqualified Institution for the purpose of such assignment).
Disqualified Institution. (i) those banks, financial institutions and other institutional lenders and investors that have been separately identified in writing by Holdings or by the Sponsor to the Joint Lead Arrangers on or prior to November 13, 2018, (ii) those persons who are competitors of the Administrative Borrower and its Subsidiaries that are separately identified in writing by Holdings to the Agent from time to time (which shall not apply to retroactively disqualify any person who previously acquired, and continues to hold, any Loans, Revolver Commitments or participations in respect of any Facility or any person who at the time of such designation has entered into an Assignment and Acceptance or a participation in respect of any Loans, Revolver Commitments or any Facility that has not yet become effective) and (iii) in the case of each of clauses (i) and (ii), any of their Affiliates (excluding, in the case of clause (ii), bona fide debt fund affiliates predominantly engaged in the business of debt investing) that are either (a) identified in writing by Holdings to the Agent from time to time, which shall not apply to retroactively disqualify any person who previously acquired, and continues to hold, any Loans, Revolver Commitments or participations in respect of any Facility or any person who at the time of such designation has entered into an Assignment and Acceptance or a participation in respect of any Loans, Revolver Commitments or any Facility that has not yet become effective or (b) readily identifiable on the basis of such Affiliate’s name. The designation of a Disqualified Institution pursuant to the foregoing clauses (ii) and (iii)(a) shall not be effective until three Business Days after the Agent has made available the list of such Disqualified Institutions to the Lenders.
Disqualified Institution on any date, (a) any Person designated by Borrower Agent as a “Disqualified Institution” by written notice delivered to Agent on or prior to the date hereof and (b) any other Person that is a Competitor of a Borrower or any of its Subsidiaries, which Person has been designated by Borrower Agent as a “Disqualified Institution” by written notice to Agent and the Lenders (including by posting such notice to the Platform) not less than 15 Business Days prior to such date; provided that “Disqualified Institutions” shall exclude any Person that the Borrower Agent has designated as no longer being a “Disqualified Institution” by written notice delivered to the Agent from time to time.
Disqualified Institution. On any date, (a) any Person set forth on Schedule 15 and (b) any other Person that is a competitor of the Borrower or any of its Subsidiaries in the intermodal container leasing industry, railcar leasing industry or logistics industry which Person has been designated by CAI as a “Disqualified Institution” by written notice to the Administrative Agent and the Lenders (by posting such notice to the Platform) not less than two (2) Business Days prior to such date; provided that “Disqualified Institutions” shall exclude any Person that CAI has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent and the Lenders from time to time.
Disqualified Institution on any date, any Person that is a competitor of Parent or any of its Subsidiaries, or an Affiliate of a competitor, which Person has been designated by U.S. Borrower Agent as a “Disqualified Institution” by written notice to Agent and the Lenders not less than 2 Business Days prior to such date (or, in the case of any Affiliate, is clearly identifiable as an Affiliate based solely by similarity of such Affiliate’s name to the name of a competitor on such list); provided that (x) “Disqualified Institutions” shall exclude any Person that U.S. Borrower Agent has designated as no longer being a “Disqualified Institution” by written notice delivered to Agent and the Lenders from time to time and (y) notwithstanding the foregoing, in no event shall any bona fide fixed income investors or debt funds that are Affiliates of competitors be “Disqualified Institutions.” Distribution: any distribution or dividend with respect to any Equity Interest (other than payment-in-kind); or purchase, redemption, or other acquisition or retirement for value of any Equity Interest. Document: as defined in the UCC (and/or with respect to any Document of an Australian Domiciled Obligor, a “document of title” as defined in the Australian PPSA) or any other Applicable Law, as applicable.
Disqualified Institution. EXHIBITS: A Borrowing Notice B‑1 Initial Term Loan Note B‑2 Delayed Draw Term Loan Note C Compliance Certificate D Closing Checklist E Assignment Agreement F RESERVED. G‑1 Closing Date Certificate G‑2 Solvency Certificate H Counterpart Agreement I Pledge and Security Agreement J Landlord Waiver K Intercompany Note L RESERVED. M Perfection Certificate CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of October 15, 2020, is entered into by and among ASCEND WELLNESS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), ASCEND ILLINOIS HOLDINGS, LLC, an Illinois limited liability company (“Ascend ILH”), ASCEND ILLINOIS, LLC, an Illinois limited liability company (“Ascend IL”), the SUBSIDIARIES OF HOLDINGS and other co-borrowers identified on the signature pages hereof (such Subsidiaries and other co-borrowers, together with Ascend ILH, Ascend IL and any other Person who becomes a borrower hereunder by executing a Counterpart Agreement, collectively, “Borrowers” and each individually, a “Borrower”), the SUBSIDIARIES OF HOLDINGS party hereto from time to time, as Guarantors, the Lenders party hereto from time to time, and SEVENTH AVENUE INVESTMENTS, LLC (“SAI”), as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its successors and assigns in such capacity, the “Collateral Agent”).
Disqualified Institution. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.2, 3.1 and 3.3 (subject to the requirements and limitations therein, including the requirements under Section 3.3(f) (it being understood that the documentation required under Section 3.3(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) above; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.17 and 3.4 as if it were an assignee under clause (b) 123 below, and (B) shall not be entitled to receive any greater payment under Section 3.2 or 3.3 with respect to any participation than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.17 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.3 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.14 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person, except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103–1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such p...
Disqualified Institution. The Agent shall have the right, and the Borrower hereby expressly authorizes Agent, to (A) post the list of Disqualified Institutions provided by the Borrower (the “DQ List”) on an E-System, including that portion of such E-System that is designated for “public side” Lenders and/or (B) provide the DQ List to each Lender (who may share the DQ List with any prospective Lender) requesting the same. Any assignment to a Disqualified Institution or grant or sale of participation to a Disqualified Institution in violation of this Section 10.9(g) shall not be void, but the other provisions of this Section 10.9(g) shall apply.
Disqualified Institution. It is acknowledged and agreed by the Borrower that the identity of Disqualified Institutions will be made available to the Lenders.
