Credit and Guaranty Agreement. A counterpart of this Agreement, duly executed by the Obligors and the Credit Parties;
Credit and Guaranty Agreement. The Borrower may, from time to time after the Closing Date, refinance or replace loans or commitments under the Revolving Credit Facility, the Term Facility or any Incremental Facility with one or more new term loan facilities (each, a “Refinancing Term Facility”) and new revolving credit facilities (each, a “Refinancing Revolving Facility”, together with any Refinancing Term Facility, the “Refinancing Facilities”) or with one or more additional series of senior unsecured notes or loans or senior secured notes or loans that will be secured by the Collateral on a pari passu basis with the Revolving Credit Facility, the Term Facility or applicable Incremental Facility or secured notes or loans that are junior in right of security in the Collateral (any such notes or loans, “Refinancing Notes” and together with the Refinancing Facilities, “Refinancing Debt”) pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower; provided that (i) such Refinancing Debt will rank pari passu or junior in right of payment as the other Advances and Commitments hereunder, (ii) any Refinancing Term Facility or Refinancing Notes shall not mature prior to the maturity date of, or have a shorter weighted average life than, or have mandatory prepayment provisions (other than related to change of control offers) that could result in prepayments of such Refinancing Debt prior to, the loans under the Term Facility or Incremental Term Facility being refinanced, (iii) any Refinancing Revolving Facility shall not mature (or require commitment reductions or amortization) prior to the Maturity Date for the Revolving Credit Facility or the maturity date of the revolving commitments being replaced, (iv) such Refinancing Debt will not be Guaranteed or issued by any Person that is not a Loan Party, (v) the other terms and conditions, taken as a whole, of any such Refinancing Debt (excluding pricing (as to which no “most favored nation” clause shall apply) and optional prepayment or redemption terms) are substantially similar to, or not materially less favorable to the Borrower and its Restricted Subsidiaries, than, the terms and conditions, taken as a whole, applicable to the loans or revolving commitments being refinanced or replaced (except for covenants or other provisions applicable only to periods after the latest maturity date of the Revolving Credit Facility, the Term Facility or applicable Incremental Facility), (vi) with respect t...
Credit and Guaranty Agreement. Pro Rata Shares. All Term Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's obligation to make a Term Loan requested hereunder nor shall any Term Loan Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's obligation to make a Term Loan requested hereunder or purchase a participation required hereby.
Credit and Guaranty Agreement. This CREDIT AND GUARANTY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of April 27, 2021, by and among MILAN LASER HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), MILAN INTERMEDIATE LLC, a Delaware limited liability company, (“Holdings”), each of the Subsidiary Guarantors party hereto from time to time, OWL ROCK CAPITAL CORPORATION (“ORCC”), as Administrative Agent and Collateral Agent, each Issuing Bank from time to time party hereto, and each Lender from time to time party hereto.
Credit and Guaranty Agreement. Tranche A Term Loan Pro Rata Shares =============================================================================== Pro
Credit and Guaranty Agreement. (NextDecade LNG)
Credit and Guaranty Agreement. (NextDecade LNG)
(b) No Loan Party shall, directly or indirectly, cause the P1 Project Company to amend, modify, supplement, waive or terminate or consent to the amendment, modification, supplement, waiver or termination of any provision of any P1 Material Project Document in a manner that would (i) cause a Material Adverse Effect, (ii) adversely (A) modify the allocation of Available Cash Flow (under, and as defined in, the RG Intermediate Holdings LLC Agreement) from RG Intermediate Holdings to RG Intermediate Super Holdings, (B) modify the definition of “Available Cash Flow” under the RG Intermediate Holdings LLC Agreement, (C) restrict the making of distributions of cash to the extent that such cash is actually available for distribution by the P1 Project Company or any Loan Party absent such restriction, (iii) change the timing of any distribution of available cash by the P1 Project Company or any Person to any Loan Party to delay such distribution to the extent that such cash is actually available for distribution by the P1 Project Company or any Loan Party absent such change, (iv) reduce or permit the reduction of the amount of Contracted Revenues projected to be received by the P1 Project Company under any P1 Designated Offtake Agreement over the term of such P1 Designated Offtake Agreement, (v) waive, amend, or otherwise modify Section 8.5 (
Credit and Guaranty Agreement. (NextDecade LNG)
(ii) perform its duties in accordance with the Finance Documents and any instructions given to it by the Majority Lenders, which instructions shall be binding on all Lenders party hereto; and
(iii) if so instructed by the Majority Xxxxxxx, refrain from exercising any right, power, authority or discretion vested in it hereunder or under the other Finance Documents (other than rights arising under this Section 11.3(b)(iii)).
(c) Each Person serving as the Administrative Agent hereunder or under any other Finance Document shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent. Each such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or Affiliates of the Borrower as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to any Lender.
Credit and Guaranty Agreement. If and to the extent that any Revolving Credit Lender shall not have made the amount of its Pro Rata Share of such Swing Line Advance available to the Administrative Agent in accordance with the provisions of Section 2.02(b)(ii), such Revolving Credit Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of the applicable Notice of Borrowing delivered by such Swing Line Lender until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate.
Credit and Guaranty Agreement. The foregoing clause (i) shall not prohibit, to the extent otherwise permitted under this Agreement:
