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

  • 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.

  • 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).

  • A notice of the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) to any Lender or the Borrower with respect to any amount owing under this Section 2.12(3) shall be conclusive, absent manifest error.

  • If the Borrower and such Lender shall both pay all or any portion of the principal amount in respect of such Borrowing or interest to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) for the same or an overlapping period, the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) shall promptly remit to the Borrower the amount of such Borrowing or interest paid by the Borrower for such period.

  • Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent).

  • Any Default or Event of Default under the provisions of this Section 7.10 will not by itself constitute a Default or Event of Default under any Facility (other than the Priority Revolving Facility) and will not trigger a cross-default thereunder.

  • 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.

  • When such Lender makes payment to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing.

  • For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) (or to the extent related to the Priority Revolving Facility, the Priority Revolving Agent, in its capacity as Priority Revolving Agent) shall have no responsibility for maintaining a Participant Register.

  • Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent) or the Borrower may have against any Lender as a result of any default by such Lender hereunder.