Priority Revolving Facility definition

Priority Revolving Facility means the collective reference to Revolving Facilities, as designated by Borrower from time to time in a written notice to the Priority Revolving Agent and the Administrative Agent, in an aggregate amount not to exceed the Maximum Priority Revolving Amount (for purposes of this definition, the aggregate amount of any Revolving Facility shall be equal to the Outstanding Amount of Loans and L/C Obligations thereunder plus, to the extent not then represented by an Outstanding Amount, Revolving Commitments thereunder); provided that once Borrower has designated a Revolving Facility the Borrower may not rescind such designation other than with the consent of each Lender under such Revolving Facility. Without derogation of any of the provisions of any Loan Document (including without limitation Section 10.01(g)), the portion of the Closing Date Revolving Facility which does not exceed the Maximum Priority Revolving Amount shall be a Priority Revolving Facility. For the avoidance of doubt, the Priority Revolving Facility shall at all times constitute one Class hereunder and shall be on uniform terms. Notwithstanding the foregoing provisions of this definition of Priority Revolving Facility, if the Maximum Priority Revolving Amount exceeds the Commitments and (without duplication) Revolving Exposure in respect of the Priority Revolving Facility, the Borrower may, by written notice to the Administrative Agent and the Priority Revolving Agent, elect to incur Permitted Incremental Equivalent Debt, Pari Passu Lien Debt, Permitted Ratio Debt and Permitted Acquisition Debt, in each case secured by the Collateral on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) and designated by Borrower from time to time in a written notice to the Priority Revolving Agent and the Administrative Agent as “Priority Facilities” in an aggregate amount up to such excess and may document any such Permitted Incremental Equivalent Debt, Pari Passu Lien Debt, Permitted Ratio Debt and Permitted Acquisition Debt, in each case secured by the Collateral on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) under other documentation, so long as (i) the commitments and (without duplication) exposures under such other documentation, when combined with the Commitments and (without duplication) Revolving Exposures under the Priority Revolving Facility hereunder, s...
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Priority Revolving Facility means any facility which is notified to the Security Agent by the Parent in writing as a facility to be treated as a "Priority Revolving Facility" for the purposes of this Agreement, in each case provided that such facility is made available on terms consistent with those set out in Schedule 4 (Priority Revolving Facility).
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Examples of Priority Revolving Facility in a sentence

  • Each determination by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

  • Any payments under this Agreement that are made later than 2:00 p.m., New York time, shall be deemed to have been made on the next succeeding Business Day (but the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) may extend such deadline for purposes of computing interest and fees (but not beyond the end of such day) in its sole discretion whether or not such payments are in process).

  • Each Lender and each Issuing Bank agrees to notify the Borrower and the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

  • Evidence received by the Review since that date has strongly reinforced my conclusion that a duty of notification of certain activity is required in relation to defined conduct by teachers or staff within schools that goes beyond the Criteria set out in Part 4 of the 2014 Statutory Guidance Allegations of abuse made against teachers and other staff.

  • The Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments.

  • The accounts or records maintained by the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon.

  • Other than in the case of assignments pursuant to Section 10.07(12), the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent) an Administrative Questionnaire and all applicable tax forms.

  • If the Administrative Agent or the Priority Revolving Agent becomes subject to a Lender-Related Distress Event, then the Administrative Agent or the Priority Revolving Agent, as applicable, may be removed as the Administrative Agent or the Priority Revolving Agent, as applicable, at the reasonable request of (in the case of the Administrative Agent) the Required Lenders and (in the case of the Priority Revolving Agent) the Required Facility Lenders under the Priority Revolving Facility.

  • Upon the request of any Lender made through the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), the Borrower shall execute and deliver to such Lender (through the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent)) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records.

  • In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), as set forth in the Register, in respect of such matters, the accounts and records of the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) shall control in the absence of manifest error.

Related to Priority Revolving Facility

  • Revolving Facility means the facility under which Borrower may request Bank to issue Advances, as specified in Section 2.1(a) hereof.

  • Incremental Revolving Facility has the meaning assigned to such term in Section 2.22(a).

  • Required Revolving Facility Lenders means, at any time, Revolving Facility Lenders having (a) Revolving Facility Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused Commitments that, taken together, represent more than 50% of the sum of (w) all Revolving Facility Loans (other than Swingline Loans) outstanding, (x) all Revolving L/C Exposures, (y) all Swingline Exposures and (z) the total Available Unused Commitments at such time; provided, that the Revolving Facility Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining Required Revolving Facility Lenders at any time.

  • Majority Revolving Credit Facility Lenders the Majority Facility Lenders in respect of the Revolving Credit Facility.

  • Replacement Revolving Facility has the meaning assigned to such term in Section 9.02(c)(ii).

  • Revolving Facilities means collectively the Initial Revolving Facility and each New Revolving Facility and “Revolving Facility” means any such facility individually.

  • Incremental Revolving Facility Lender means a Lender with an Incremental Revolving Facility Commitment or an outstanding Incremental Revolving Loan.

  • Extended Revolving Credit Facility means each Class of Extended Revolving Credit Commitments established pursuant to Section 2.15(a)(ii).

  • Revolving Facility Loan means a Loan made by a Revolving Facility Lender pursuant to Section 2.01(b). Unless the context otherwise requires, the term “Revolving Facility Loans” shall include the Other Revolving Loans.

  • Existing Revolving Credit Facility means the $600,000,000 (subject to increase in accordance with its terms) revolving credit facility evidenced by that certain Amended and Restated Revolving Credit Agreement dated as of June 14, 2022 by and among the Borrower, the Parent, the lenders from time to time party thereto as “Lenders”, and JPMorgan Chase Bank, N.A., as Agent.

  • Revolving Facility Loans shall include the Other Revolving Loans.

  • Initial Revolving Facility means the Initial Revolving Credit Commitments and the Initial Revolving Loans and other extensions of credit thereunder.

  • Incremental Revolving Facility Commitment means the commitment of any Lender, established pursuant to Section 2.21, to make Incremental Revolving Loans to the Borrower.

  • Majority Revolving Lenders at any time, (a) if only one Revolving Lender holds the Total Revolving Commitments at such time, such Revolving Lender, both before and after the termination of such Revolving Commitment; and (b) if more than one Revolving Lender holds the Total Revolving Commitment, at least two Revolving Lenders who hold more than 50% of the Total Revolving Commitments (including, without duplication, the L/C Commitments) or, at any time after the termination of the Revolving Commitments when such Revolving Commitments were held by more than one Revolving Lender, at least two Revolving Lenders who hold more than 50% of the Total Revolving Extensions of Credit then outstanding (including, without duplication, any L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans at such time)); provided that the Revolving Commitments of, and the portion of the Revolving Loans and participations in L/C Exposure and Swingline Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Revolving Lenders; provided further that a Lender and its Affiliates shall be deemed one Lender.

  • Supermajority Revolving Lenders means Lenders having (a) 80% or more of the Revolving Loan Commitments of all Lenders, or (b) if the Revolving Loan Commitments have been terminated, 80% or more of the aggregate outstanding amount of the Revolving Loan (with the Swing Line Loan being attributed to the Lender making such Loan) and Letter of Credit Obligations.

  • Other Revolving Facility Commitments means Incremental Revolving Facility Commitments to make Other Revolving Loans.

  • Majority Revolving Credit Lenders means Revolving Credit --------------------------------- Lenders having at least 51% of the aggregate amount of the Revolving Credit Commitments or, if the Revolving Credit Commitments shall have terminated, Lenders holding at least 51% of the sum of (a) the aggregate unpaid principal amount of the Revolving Credit Loans plus (b) the aggregate amount of all Letter of Credit Liabilities.

  • Replacement Revolving Facility Commitments shall have the meaning assigned to such term in Section 2.21(l).

  • Term Loan Facility means the Term Loan Commitments and the provisions herein related to the Term Loans.

  • Revolving Loan Facility means the credit facility or portion thereof established by Lender in favor of Borrower for the purpose of providing working capital in the form of loans and/or Letters of Credit to finance the manufacture, production or purchase and subsequent export sale of Items pursuant to Loan Documents under which Credit Accommodations may be made and repaid on a continuous basis based solely on credit availability on the Export-Related Borrowing Base during the term of such credit facility

  • Revolving Facility Maturity Date means, as the context may require, (a) with respect to the Revolving Facility in effect on the Closing Date, the fifth anniversary of the Closing Date and (b) with respect to any other Classes of Revolving Facility Commitments, the maturity dates specified therefor in the applicable Extension Amendment or Refinancing Amendment.

  • Revolving Facility Lender means a Lender (including an Incremental Revolving Facility Lender) with a Revolving Facility Commitment or with outstanding Revolving Facility Loans.

  • Revolving Facility Usage means at any time the sum of the outstanding Revolving Credit Loans, the outstanding Swing Loans, and the Letter of Credit Obligations.

  • Refinancing Revolving Credit Commitments shall have the meaning provided in Section 2.14(h).

  • Extended Revolving Credit Loans shall have the meaning provided in Section 2.14(g)(ii).

  • ABR Revolving Facility Borrowing means a Borrowing comprised of ABR Revolving Loans.