Disqualified Lender. In the event that any assignment of Loans is made pursuant to this Section 11.06(b) or participation in any Loan pursuant to Section 11.06(d) to a Disqualified Lender notwithstanding the prohibition thereon contained in Section 11.06(b)(v) or Section 11.06(d), (1) such assignment or participation, as applicable, shall be deemed null and void ab initio, (2) the assignment or participation, as applicable, shall be unwound by the parties to such assignment or participation, (3) the Borrower shall be entitled to seek specific performance to unwind such assignment or participation in addition to any injunctive relief (without posting a bond or proving irreparable harm) or other remedy available at law or in equity and (4) such Disqualified Lender shall not be deemed a “Lender” for the purposes of this Agreement, including without limitation Section 11.01, and shall not be entitled to payment of any principal, interest, fees and expenses that would otherwise be owed to the Lenders pursuant to any section of this Agreement. The Administrative Agent shall provide a copy of the Disqualified Lender list to any Lender upon request therefor.
Disqualified Lender. Not more than ten (10) publicly traded real estate investment entities that invest primarily in multi-family housing as detailed in Schedule 1.1-A hereto.
Disqualified Lender. Any assignments and participations to Disqualified Lenders are void ab initio unless such assignment or participation, as the case may be, has been approved by Company, in which case such assignee or participant shall not be considered a Disqualified Lender solely for such particular assignment or participation, as the case may be. In case of such assignments not approved by Company, the assignee who is a Disqualified Lender shall be deleted from the Register upon written notification from Company. Except for notifying the Lenders with a list of Disqualified Lenders, Administrative Agent shall have no responsibility or liability to monitor or enforce such list of Disqualified Lenders.
Disqualified Lender. (i) No assignment or, to the extent the DQ List has been posted on the Platform for all Lenders, participation shall be made to any Person that was a Disqualified Lender as of the date (the “Trade Date”) on which the applicable Lender entered into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment as otherwise contemplated by this Section 10.06, in which case such Person will not be considered a Disqualified Lender for the purpose of such assignment). For the avoidance of doubt, with respect to any assignee or participant that becomes a Disqualified Lender after the applicable Trade Date (including as a result of the delivery of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Lender”), (x) such assignee shall not retroactively be disqualified from becoming a Lender or participant and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Lender. Any assignment in violation of this clause (g)(i) shall not be void, but the other provisions of this clause (g) shall apply.
Disqualified Lender. “Employee Investors” shall mean the current, former or future officers, directors, employees, managers, consultants, independent contractors and other advisors, representatives and affiliates (and Controlled Investment Affiliates and Immediate Family Members of the foregoing) of the Borrower, the Restricted Subsidiaries or any Parent Entity who are or who become direct or indirect investors in any Parent Entity, any Equityholding Vehicle, or the Borrower, including any such officers, directors, employees, managers, consultants, independent contractors and other advisors, representatives and affiliates owning through an Equityholding Vehicle. “EMU” shall mean the economic and monetary union as contemplated in the Treaty on European Union. “EMU Legislation” shall mean the legislative measures of the EMU for the introduction of, changeover to, or operation of the Euro in one or more member states. “Environment” shall mean ambient air, indoor air, surface water, groundwater, drinking water, land surface, sediments, and subsurface strata and natural resources such as wetlands, flora and fauna. -43- #96562806v11
Disqualified Lender. (i) those banks, financial institutions and other entities identified in writing by Administrative Borrower to Agent prior to the date hereof, (ii) any competitors of Parent or its Subsidiaries, and (iii) any of their known Affiliates; provided, that a “competitor” or an affiliate of a competitor or an entity referenced in clause (i) above shall not include any bona fide debt fund or investment vehicle (other than a person which is excluded pursuant to clause (i) above) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business. Dollar(s) - lawful money of the United States. Domain Names - all internet domain names and associated URL addresses in or to which any Loan Party now or hereafter has any right, title or interest. Domestic Subsidiary - any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia; provided, that notwithstanding the foregoing, “Domestic Subsidiary” shall not include any Subsidiary substantially all of the assets of which are Equity Interests or Debt in (or owed by) one or more Subsidiaries that are not Domestic Subsidiaries. Dominion Account - any special account, lockbox, blocked account or other deposit account established by Loan Parties at RBS, JPMorgan Chase Bank, National Association, Bank of Nova Scotia, The Toronto-Dominion Bank, or another bank reasonably acceptable to Agent which is subject to a Deposit Account Control Agreement in favor of Agent.
Disqualified Lender. “Environmental Claims” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations (other than internal reports prepared by the Borrower or any of its Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings (hereinafter, “Claims”) relating in any way to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law, including (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the Release or threatened Release of Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment.
Disqualified Lender. “Employee Investors” shall mean the current, former or future officers, directors, employees, managers, consultants, independent contractors and other advisors, representatives and affiliates (and Controlled Investment Affiliates and Immediate Family Members of the foregoing) of the Borrower, the Restricted Subsidiaries or any -41- #95203802v2296160609v3 #96160609v5
Disqualified Lender. Notwithstanding the foregoing, each Loan Party and the Lenders acknowledge and agree that the First Lien Administrative Agent shall have no responsibility or liability for monitoring or enforcing the list of Disqualified Lenders or for any assignment made to a Disqualified Lender unless (i) (A) such assignment resulted from the First Lien Administrative Agent’s gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment) or (B) such assignment resulted from a material breach of the First Lien Loan Documents by the First Lien Administrative Agent (as determined by a court of competent jurisdiction in a final and non-appealable judgment) and (ii) the Borrower has not consented to such assignment or is not deemed to have consented to such assignment to the extent required by Section 9.04(b). “EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency. “Environmental Laws” means all applicable treaties, rules, regulations, codes, ordinances, judgments, orders, decrees and other applicable Requirements of Law, and all applicable injunctions or binding agreements issued, promulgated or entered into by or with any Governmental Authority, in each instance relating to the protection of the environment, to preservation or reclamation of natural resources, to Release or threatened Release of any Hazardous Material or to the extent relating to exposure to Hazardous Materials, to health or safety matters. “Environmental Liability” means any liability, obligation, loss, claim, action, order or cost, contingent or otherwise (including any liability for damages, costs of medical monitoring, costs of environmental remediation or restoration, administrative oversight costs, consultants’ fees, fines, penalties and indemnities) directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law or permit, license or approval issued thereunder, (b) the generation, use, handling, transportation, storage, or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. “Equity Interests” means shares of capital stock, part...
Disqualified Lender. (i) those banks, financial institutions and other entities identified in writing by Administrative Borrower to Agent prior to the date hereof, (ii) any competitors of Parent or its Subsidiaries, and (iii) any of their known Affiliates; provided, that a “competitor” or an affiliate of a competitor or an entity referenced in clause (i) above shall not include any bona fide debt fund or investment vehicle (other than a person which is excluded pursuant to clause (i) above) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business.
