Last Out Lender definition
Examples of Last Out Lender in a sentence
So long as any ABL Obligation is outstanding, any Subordinated Creditor in its capacity as such and as a Last Out Lender, in each case, shall not commence, or join with any creditor in commencing, any Insolvency Proceeding.
No Last Out Lender shall propose, nor shall any Last Out Lender permit any of its Affiliates or Related Funds to propose, any Cash Collateral Use in any Insolvency Proceeding so long as the Required First Out Lenders have approved any Cash Collateral Use that complies with the proviso to Section 3(c)(i).
In the event that any Last Out Lender becomes a judgment lien creditor in respect of any Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Out Loan Obligations) to the same extent as the Last Out Loan Obligations are subject to the terms of this Agreement.
The entries in the Register shall be conclusive in the absence of manifest error, and each Lender may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a First Out Lender or Last Out Lender, as applicable, hereunder for all purposes of the Applicable Documents, notwithstanding notice to the contrary.
So long as any Notes (as defined in the Indenture referred to in the Master Transfer Agreement) issued by the Last Out Lender rated by DBRS (as defined in the Indenture referred to in the Master Transfer Agreement) are outstanding, notice and a copy of any amendment or waiver to this Agreement shall be provided to DBRS.
Toronto Title: Authorized Signatory by: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Last Out Lender by: /s/ ▇▇▇▇ ▇.
Within three (3) Business Days after the occurrence of each Purchase Option Event, each Last Out Lender will notify the Administrative Agent in writing if such Last Out Lender is exercising its right to so purchase the Purchase Obligations (each such Last Out Lender, a “Purchaser”).
For purposes of this Section 8 and Section 9, Pro Rata Basis shall mean, with respect to all purchases hereunder, relating to a Last Out Lender, the percentage obtained by dividing the Tranche A Term Loan Exposure plus the Tranche B Term Loan Exposure of the Purchaser by the aggregate Tranche A Term Loan Exposure and Tranche B Term Loan Exposure of all Purchasers.
In the event all Last Out Lenders are Electing Last Out Lenders in any Committed Last Out Buy-Out Notice, each such Electing Last Out Lender shall be entitled to purchase an amount of the First Out Obligations which are being acquired equal to the product of (A) the aggregate amount of all such outstanding First Out Obligations and (B) such Electing Last Out Lender’s Last Out Pro Rata Share.
If any such amount is not made available to Oak Hill by any Last Out Lender on the Last Out Settlement Date applicable thereto to the extent required by the terms hereof, Oak Hill shall be entitled to recover for its account such amount on demand from such Last Out Lender together with interest thereon at the Defaulting Lender Rate.