ABL Facility. Notwithstanding anything to the contrary in Sections 2.03(b) and (e), if any Indebtedness under any ABL Facility is outstanding, to the extent a prepayment or cash collateralization of letters of credit is required under such ABL Facility due to any Net Proceeds or Extraordinary Receipts constituting the proceeds of ABL Priority Collateral, no prepayment shall be required under Sections 2.03(b) and (e) to the extent of such required payment under such ABL Facility.
ABL Facility. The ABL Credit Agreement shall have been amended as required in connection with this Agreement and such amendment shall be satisfactory to the Administrative Agent and the Majority Lenders in their reasonable discretion.
ABL Facility. (i) an executed copy of a lien termination agreement by and among the U.S. Obligors, Luxfer Group Limited and Bank of America, N.A., as security trustee, in respect of the ABL Facility, in Agreed Form and certified by a director of the Parent Guarantor as correct, complete and in full force and effect, and as not having been amended, novated, supplemented, superseded or terminated as at the date of the Closing,
ABL Facility. The Collateral Agent acknowledges, on behalf of itself and each other Secured Party, that (i) the ABL Facility is secured by liens on the ABL Priority Collateral that are senior in priority to the liens on such ABL Priority Collateral that secures the Obligations as provided in the ABL Intercreditor Agreement and (ii) any provision of this Agreement to the contrary notwithstanding, until the Discharge of ABL Obligations, the Pledgors shall not be required to act or refrain from acting pursuant to this Agreement or with respect to any ABL Priority Collateral in any manner that would result in a default under the terms and provisions of the ABL Facility.
ABL Facility. Substantially concurrently with the satisfaction of the other conditions precedent set forth in this subsection 5.1, the Borrower and certain direct and indirect Subsidiaries of the Acquired Business Parent shall have entered into the ABL Credit Agreement.
ABL Facility. The conditions to effectiveness of the ABL Credit Agreement shall have been satisfied, the ABL Credit Agreement shall be in full force and effect and the Borrower shall have borrowed no greater than $24,000,0000 in aggregate principal amount of loans and other extensions of credit thereunder.
ABL Facility. All of the conditions precedent set forth in Section 8.1 of the ABL Facility Agreement (subject to any applicable provisions of Section 8.3 of the ABL Facility Agreement) shall have occurred and the Agent shall have received a copy of the ABL Facility Agreement. (a) Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement and Uniform Commercial Code termination statements) required by this Agreement, any of the Other Documents or under Applicable Law or reasonably requested by Agent to be filed, registered or recorded in order to create, in favor of Agent, a perfected security interest in or lien upon the Collateral and in order to terminate the
ABL Facility. Any Event of Default (as defined in the ABL Facility) shall have occurred under the ABL Facility which has not been remedied, cured or waived by the ABL Facility Agent, and the result of which is to cause any Indebtedness thereunder to become due prior to its stated maturity.
ABL Facility. The Administrative Agent shall have received satisfactory evidence of (i) the execution and delivery of definitive credit documentation in connection with the ABL Credit Agreement and (ii) satisfaction of the conditions to initial funding thereof. The terms and conditions of the ABL Documents shall be reasonably satisfactory to the Administrative Agent.
ABL Facility. (a) Subject to the terms and conditions of this Agreement, each of the Seller, the Company, Refining, Marketing and the Investor shall use its commercially reasonable efforts to obtain (A) one or more debt commitment letters (collectively, the “ABL Commitment Letter”) relating to the ABL Financing with an aggregate amount of commitments from the ABL Financing Sources of no less than $400 million and with a minimum advance rate of (x) at least 85% of eligible accounts receivable, (y) at least the lesser of 80% of the cost of, and 85% of the appraised net orderly liquidation value of, eligible inventory (other than in the case of eligible in-transit inventory) and (z) the lesser of (I) at least $50,000,000 and (II) at least the lesser of 75% of the cost of, and 80% of the appraised net orderly liquidation value of, eligible in-transit inventory and (B) debt financing under the ABL Facility (the “ABL Financing”) on terms and conditions consistent with those to be set forth in the ABL Commitment Letter and sufficient, together with amounts funded under the NuStar Facility, to pay the Inventory Purchase Price and the Specified Expenses, including (in each case) using commercially reasonable efforts to (i) negotiate and enter into, and thereafter maintain in effect, the ABL Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the ABL Financing on the terms and conditions (including the market flex provisions) contained in the ABL Commitment Letter (or on terms not materially less favorable to the Company Group than the terms and conditions (including market flex provisions) set forth in the ABL Commitment Letter), and otherwise reasonably satisfactory to the Seller, the Company, Refining, Marketing and the Investor, (iii) satisfy (and cause its Affiliates to satisfy) all conditions to funding applicable to the Company Group in the ABL Commitment Letter and the definitive agreements related thereto that are within its control, (iv) consummate the ABL Financing at or prior to the Closing Date, (v) enforce its rights under the ABL Commitment Letter and the definitive agreements relating to the ABL Financing; and (vi) comply with its obligations under the ABL Commitment Letter and the definitive agreements relating to the ABL Financing. No Party shall, without the prior written consent of the others, permit any amendment or modification to be made to, or grant any waiver of any material provision under, the ABL Commitment Letter.
