Reaffirmation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 3 contracts
Samples: Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.)
Reaffirmation. Anything contained herein to (i) The Borrower and each Guarantor hereby acknowledges that it has reviewed the contrary notwithstanding, terms and provisions of this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes Credit Agreement and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant consents to the Security Documents secure the indebtednessamendments and modifications effected hereby and thereby. The Borrower and each Guarantor hereby agrees and confirms, liabilities both before and obligations of the Credit Parties after giving effect to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant amendments to the Notes and Existing Credit Agreement effected by this Agreement, respectively that it is a party to and is bound by the Guaranty and Collateral Agreement as a grantor of collateral under the Guaranty and Collateral Agreement and (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing case of the Borrower) as a guarantor thereunder, by virtue of its having been an original signatory thereto, a successor to such an original signatory or a signatory to a supplement thereto. The Guaranty and Collateral Agreement (as defined in the Second Amended is and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being be in full force and effect and unaltered by this Agreement)is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, that the term “Obligations” Guaranty and Collateral Agreement and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as used defined therein. The Borrower hereby reaffirms its grant of, and hereby grants, a security interest in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement Collateral (as defined in the Second Amended Guaranty and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Collateral Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations Administrative Agent for the ratable benefit of the Credit Parties to Secured Parties, as collateral security for the Agent prompt and complete payment and performance when due (whether at the Lenders and Holdersstated maturity, by acceleration or otherwise) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunderObligations. Each Guarantor hereby reaffirms its grant of, and under hereby grants, a security interest in the Notes, the Original Financing Agreement Collateral (as defined in the Second Amended Guaranty and Restated Financing Collateral Agreement)) to the Administrative Agent, for the Second Amended and Restated Financing Agreement, ratable benefit of the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing AgreementSecured Parties, as amended collateral security for the prompt and restated pursuant to the Notes complete payment and this Agreementperformance when due (whether at stated maturity, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed by acceleration or delivered in connection with any otherwise) of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement Guarantied Obligations (as defined in the Second Amended Guaranty and Restated Financing Collateral Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 3 contracts
Samples: Permitted Secured Refinancing and Incremental Joinder Agreement (Regal Entertainment Group), Permitted Secured Refinancing Agreement (Regal Entertainment Group), Permitted Secured Refinancing Agreement (Regal Entertainment Group)
Reaffirmation. Anything Each of Medical Concepts Staffing, Inc., a Minnesota corporation ("Medical Staffing"), Analysts International Management Services, LLC, a Minnesota limited liability company ("AIMS"), Analysts International Business Solution Services, LLC, a Minnesota limited liability company ("AIBSS"), Analysts International Business Resource Services, LLC, a Minnesota limited liability company ("AIBRS") and Analysts International Strategic Sourcing Services, LLC, a Minnesota limited liability company ("AISSS"; AIMS, AIBSS, AIBRS and AISSS are collectively the "Staffing Subsidiaries" and each a "Staffing Subsidiary") hereby consents to Borrower's execution and delivery of this Amendment and agrees to be bound hereby. Medical Staffing hereby affirms that nothing contained herein to shall modify in any respect whatsoever its obligations under the contrary notwithstandingLoan Documents, this Agreement is not intended to and shall not serve to effect a novation including, without limitation, its guaranty of the “Obligations” (as defined in the Fourth Amended obligations of Borrower to Agent and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted Lenders pursuant to the Security Documents secure terms of that certain Guaranty, dated as of April 7, 2003 (the indebtedness"MCS Guaranty"), liabilities executed by Medical Staffing in favor of Agent and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except reaffirms that the grants of security interests, mortgages MCS Guaranty is and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue remain in full force and effect effect. Each Staffing Subsidiary hereby affirms that nothing contained herein shall modify in accordance with any respect whatsoever its terms unless otherwise amended obligations under the Loan Documents, including, without limitation, its guaranty of the obligations of Borrower to Agent and Lenders pursuant to the Guaranty, dated December 31, 2003, executed by the parties thereto, such Staffing Subsidiary in favor of Agent and the parties hereto hereby acknowledge, ratify, reaffirm Lenders and confirm the terms thereof as being reaffirms that such Guaranty is and shall continue to remain in full force and effect effect. Although Medical Staffing and unaltered by this Agreement)each Staffing Subsidiary has been informed of the matters set forth herein and has acknowledged and agreed to same, such Person understands that the term “Obligations” as used Agent and Lenders have no obligation to inform any such Person of such matters in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as future or to seek any such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement Person's acknowledgment or the Fourth Amended and Restated Financing Agreement) (agreement to future consents or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunderwaivers, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of nothing herein shall create such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementduty.
Appears in 3 contracts
Samples: Credit Agreement (Analysts International Corp), Credit Agreement (Analysts International Corp), Credit Agreement (Analysts International Corp)
Reaffirmation. Anything contained herein to In connection with the contrary notwithstanding, this Agreement is not intended to execution and shall not serve to effect a novation delivery of the “Obligations” (as defined in the Fourth Amended and Restated Financing Credit Agreement). Instead, each Obligor, as borrower, debtor, grantor, mortgagor, pledgor, guarantor or assignor, or in any other similar capacities in which such Person grants Liens or security interests in its Property or otherwise acts as an accommodation party or guarantor, as the case may be, in any case under the Existing Collateral Documents, hereby (i) ratifies and reaffirms all of its payment, performance and observance obligations and liabilities, whether contingent or otherwise, under each of such Existing Collateral Documents, as amended hereby, to which it is a party, and (ii) to the express intention extent such Person granted Liens on or security interests in any of its Property pursuant to any such Existing Collateral Documents as security for the Liabilities of such Person under or with respect to the Existing Collateral Documents or any of the parties hereto to reaffirm the indebtednessother Loan Documents, obligations ratifies and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms such grant of security and confirms and agrees that the such Liens and security interests granted pursuant to the Security Documents hereafter secure the indebtedness, liabilities and obligations all of the Credit Parties to Liabilities of such Person and the Agentother Obligors, the Lenders and Holders as applicable, under the NotesExisting Collateral Documents, as amended hereby, in each case including, without limitation, all additional obligations, indebtedness and liabilities resulting from the Original Financing Agreement (as defined in the Second Amended and Restated Financing Credit Agreement), and as if each reference in such Existing Collateral Documents, as amended hereby, to the Second obligations, indebtedness and liabilities secured thereby are construed hereafter to mean and refer to such obligations, indebtedness and liabilities under the Amended and Restated Financing AgreementCredit Agreement and the other Loan Documents, including, without limitation, the Third Existing Collateral Documents, as amended hereby. Each Obligor acknowledges receipt of a copy of the Amended and Restated Financing Credit Agreement and the Fourth Amended Loan Documents executed and Restated Financing Agreementdelivered in connection therewith and acknowledges that each of the Existing Collateral Documents, as amended and restated pursuant to the Notes and this Agreementhereby, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being remains in full force and effect and unaltered by hereby is ratified and confirmed. The execution and delivery of this Agreement), that and the term “Obligations” performance of the Obligors’ obligations hereunder, shall not (i) operate as used in a waiver of any right, power or remedy of the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTAgent or the Lenders, MARKED BY BRACKETS(ii) constitute a waiver of any provision of any of the Existing Collateral Documents, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction or (iii) constitute a novation of any of the Liabilities or other obligations under the Existing Credit Agreement or the Loan Documents (including including, without limitation, the Transactions Documents as such term is defined in Existing Collateral Documents). Each Obligor agrees that this Agreement constitutes a “Loan Document” under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Credit Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.Master Reaffirmation
Appears in 3 contracts
Samples: Security Agreement, Security Agreement (Panther Expedited Services, Inc.), Security Agreement (Panther Expedited Services, Inc.)
Reaffirmation. Anything contained herein to In connection with the contrary notwithstanding, this Agreement is not intended to execution and shall not serve to effect a novation delivery of the “Obligations” (as defined in the Fourth Amended and Restated Financing Credit Agreement). Instead, each Obligor, as borrower, debtor, grantor, mortgagor, pledgor, guarantor or assignor, or in any other similar capacities in which such Person grants Liens or security interests in its Property or otherwise acts as an accommodation party or guarantor, as the case may be, in any case under the Existing Collateral Documents, hereby (i) ratifies and reaffirms all of its payment, performance and observance obligations and liabilities, whether contingent or otherwise, under each of such Existing Collateral Documents, as amended hereby, to which it is a party, and (ii) to the express intention extent such Person granted Liens on or security interests in any of its Property pursuant to any such Existing Collateral Document as security for the Liabilities of such Person under or with respect to the Existing Collateral Documents or any of the parties hereto to reaffirm the indebtednessother Loan Documents, obligations ratifies and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms such grant of security and confirms and agrees that the such Liens and security interests granted pursuant to the Security Documents hereafter secure the indebtedness, liabilities and obligations all of the Credit Parties to Liabilities of such Person and the Agentother Obligors, the Lenders and Holders as applicable, under the NotesExisting Collateral Documents, as amended hereby, in each case including, without limitation, all additional obligations, indebtedness and liabilities resulting from the Original Financing Agreement (as defined in the Second Amended and Restated Financing Credit Agreement), and as if each reference in such Existing Collateral Documents, as amended hereby, to the Second obligations, indebtedness and liabilities secured thereby are construed hereafter to mean and refer to such obligations, indebtedness and liabilities under the Amended and Restated Financing AgreementCredit Agreement and the other Loan Documents, including, without limitation, the Third Existing Collateral Documents, as amended hereby. Each Obligor acknowledges receipt of a copy of the Amended and Restated Financing Credit Agreement and the Fourth Amended Loan Documents executed and Restated Financing Agreementdelivered in connection therewith and acknowledges that each of the Existing Collateral Documents, as amended and restated pursuant to the Notes and this Agreementhereby, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being remains in full force and effect and unaltered by hereby is ratified and confirmed. The execution and delivery of this Agreement), that and the term “Obligations” performance of the Obligors’ obligations hereunder, shall not (i) operate as used in a waiver of any right, power or remedy of the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTAgent or the Lenders, MARKED BY BRACKETS(ii) constitute a waiver of any provision of any of the Existing Collateral Documents, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction or (iii) constitute a novation of any of the Liabilities or other obligations under the Initial Credit Agreement or the Loan Documents (including including, without limitation, the Transactions Documents as such term is defined in Existing Collateral Documents). Each Obligor agrees that this Agreement constitutes a “Loan Document” under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 3 contracts
Samples: Guaranty and Security Agreement (Zoe's Kitchen, Inc.), Guaranty and Security Agreement (Zoe's Kitchen, Inc.), Master Reaffirmation Agreement (Zoe's Kitchen, Inc.)
Reaffirmation. Anything contained herein By its signature set forth below, each Credit Party hereby ratifies and confirms to the contrary notwithstandingAdministrative Agent and the Lenders that, after giving effect to this Agreement and the transactions contemplated hereby, each of the Forbearance Agreement, the Credit Agreement, each Security Document and each other Credit Document to which such Credit Party is not intended a party continues in full force and effect and is the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles and each Credit Party hereby ratifies and confirms each such Credit Document. Except as expressly set forth herein, the execution of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges(i) acknowledges receipt of a copy of this Agreement and all other agreements, ratifiesdocuments and instruments executed and/or delivered in connection herewith, reaffirms (ii) consents to the terms and confirms that the Liens and security interests granted conditions of same without prejudice to any Credit Party’s liability pursuant to the Security Documents secure the indebtedness, liabilities and obligations any of the Credit Parties to Documents, (iii) agrees and acknowledges that each of the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Credit Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue remains in full force and effect in accordance with its terms unless otherwise amended by effect, that such Credit Party’s obligations thereunder are without defense, setoff and counterclaim and that each of the parties theretoCredit Documents is hereby ratified and confirmed, and (iv) ratifies and reaffirms each waiver of such Credit Party set forth in the parties hereto Credit Documents to which it is a party. Each Credit Party hereby acknowledge, ratify, reaffirm acknowledges that it has reviewed and confirm consents to the terms thereof as being and conditions of this Agreement and the transactions contemplated hereby. In addition, each Credit Party reaffirms in all respects the security interests and Liens granted by such Credit Party in and to the Collateral under the terms and conditions of the Security Documents to secure the Obligations and agrees that such security interests and Liens remain in full force and effect and unaltered by this Agreement)are hereby ratified, that the term “Obligations” as used reaffirmed and confirmed in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementrespects.
Appears in 2 contracts
Samples: Forbearance Agreement (California Resources Corp), Forbearance Agreement (California Resources Corp)
Reaffirmation. Anything contained herein (A) Each of Holdings, the Borrower and the Subsidiary Guarantors (each, a “Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents to which it is a party and (b) agrees that (i) each Loan Document to which it is a party shall continue to be in full force and effect, (ii) all obligations and liabilities of the Borrower under the Original Credit Agreement, as amended pursuant to this Amendment No. 2, constitute “Guaranteed Obligations” under and as defined in each of the Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under the Original Credit Agreement, as amended pursuant to this Amendment No. 2 constitute “Secured Obligations” (under and as defined in the Fourth Amended Pledge Agreement and Restated Financing Agreement). Instead, it is are secured by and entitled to the express intention benefits of the parties hereto to reaffirm Pledge Agreement and the indebtednessother Security Documents, (iv) all obligations and liabilities created of Holdings under the Original Financing Holdings Guaranty and Pledge Agreement (constitute “Secured Obligations” under and as defined in the Second Amended Holdings Guaranty and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Pledge Agreement and the Notes, which are evidenced by the Notes and secured by and entitled to the Collateral. Each Credit Party acknowledgesbenefits of the Holdings Guaranty and Pledge Agreement and (iv) all guarantees, ratifiespledges, reaffirms grants of Liens, covenants, agreements and confirms that other commitments under the Loan Documents and all Liens and security interests granted pursuant to under the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being be in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer shall accrue to the indebtedness, liabilities and obligations benefit of the Credit Secured Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall not be deemed and construed to secure to impaired or discharged hereby or by the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementtransactions contemplated hereby.
Appears in 2 contracts
Samples: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De)
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that all Obligations of the Borrower (including, without limitation, the 2016 Incremental Term Loans and the Revolving Credit Exposure with respect to the contrary notwithstanding, this Agreement is not intended 2016 New Revolving Loan Commitments) shall be guaranteed pursuant to the Guarantee in accordance with the terms and provisions thereof and shall not serve be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this 2016 Incremental Amendment, after giving effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)this 2016 Incremental Amendment, the Second Amended Security Documents continue to be in full force and Restated Financing Agreementeffect, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms (B) agrees that all of the Liens and security interests granted created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this 2016 Incremental Amendment) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (including this 2016 Incremental Amendment), in each case after giving effect to this 2016 Incremental Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure the indebtednesssuch Obligations, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (all as defined provided in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unalteredDocuments, and each other Transaction Document (including (a) any Notes previously issued acknowledges and outstanding prior to the date hereof agrees that such obligations, liabilities, guarantee, pledge and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretorespect of, and to secure, such Obligations under the parties hereto hereby acknowledgeCredit Agreement and the other Credit Documents, ratify, reaffirm in each case after giving effect to this 2016 Incremental Amendment and confirm the terms thereof as being in full force incurrence of the 2016 Incremental Term Loans and effect the 2016 Revolving Commitment Increase effected hereby; and unaltered by this Agreement), (iii) each Guarantor agrees that the term “Obligations” as used nothing in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Credit Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (this 2016 Incremental Amendment or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references require the consent of such Guarantor to any future amendment to the corresponding sections, as applicable, of this Credit Agreement.
Appears in 2 contracts
Reaffirmation. Anything contained herein By its signature set forth below, each Credit Party hereby ratifies and confirms to the contrary notwithstandingAdministrative Agent and the Lenders that, after giving effect to this Agreement and the transactions contemplated hereby, each of the Forbearance Agreement, the Credit Agreement, each Security Document and each other Credit Document to which such Credit Party is not intended a party continues in full force and effect and is the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles and each Credit Party hereby ratifies and confirms each such Credit Document. Except as expressly set forth herein, the execution of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges(i) acknowledges receipt of a copy of this Agreement and all other agreements, ratifiesdocuments and instruments executed and/or delivered in connection herewith, reaffirms (ii) consents to the terms and confirms that the Liens and security interests granted conditions of same without prejudice to any Credit Party’s liability pursuant to the Security Documents secure the indebtedness, liabilities and obligations any of the Credit Parties to Documents, (iii) agrees and acknowledges that each of the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Credit Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue remains in full force and effect in accordance with its terms unless otherwise amended by effect, that such Credit Party’s obligations thereunder are without defense, setoff and counterclaim and that each of the parties theretoCredit Documents is hereby ratified and confirmed, and (iv) ratifies and reaffirms each waiver of such Credit Party set forth in the parties hereto Credit Documents to which it is a party. Each Credit Party hereby acknowledge, ratify, reaffirm acknowledges that it has reviewed and confirm consents to the terms thereof as being and conditions of this Agreement and the transactions contemplated hereby. In addition, each Credit Party reaffirms in all respects the security interests and Liens granted by such Credit Party in and to the Collateral under the terms and conditions of the Collateral Documents to secure the Obligations and agrees that such security interests and Liens remain in full force and effect and unaltered by this Agreement)are hereby ratified, that the term “Obligations” as used reaffirmed and confirmed in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementrespects.
Appears in 2 contracts
Samples: Forbearance Agreement (California Resources Corp), Forbearance Agreement (California Resources Corp)
Reaffirmation. Anything contained herein Each Credit Party acknowledges its receipt of a copy of this Amendment and confirms its review of the terms and conditions hereof and of the Amended Credit Agreement and consents to the contrary notwithstanding, terms and conditions of this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)Amendment, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Credit Agreement and the Notes, which are evidenced transactions contemplated hereby and by the Notes and secured by the CollateralAmended Credit Agreement. Each Credit Party acknowledges, ratifies, hereby (a) reaffirms and confirms that its guarantees (including, without limitation, the Guaranteed Obligations and the Secured Obligations in each case referred to and defined in the Guaranty and Security Agreement), pledges, grants of Liens and security interests granted pursuant interests, agreements and other undertakings under the Loan Documents, including, without limitation, in each case, such agreements and undertakings as in effect immediately after giving effect to this Amendment and the Security Documents secure transactions contemplated hereby and by the indebtednessAmended Credit Agreement, liabilities (b) acknowledges and obligations agrees that nothing in this Amendment, the Amended Credit Agreement, any other Loan Document or any other document or instrument executed, delivered or furnished in connection herewith or therewith shall constitute (or be deemed to constitute) a novation, discharge, reduction, compromise, release or termination of the Credit Parties Obligations or of such Guaranteed Obligations or Secured Obligations and (c) agrees that (i) each Loan Document to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement which it is a party or otherwise bound (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and by this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing AgreementAmendment) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue be in full force and effect effect, and each such Loan Document and its obligations thereunder are hereby ratified, confirmed and reaffirmed in accordance with its terms unless otherwise amended all respects, and (ii) all guarantees, pledges, grants of Liens and security interests, payment obligations, agreements and other obligations and undertakings by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being Credit Parties shall continue to be in full force and effect effect, shall be valid and unaltered enforceable and shall accrue to the benefit of the Secured Parties and shall not be affected, impaired, limited or discharged hereby or by the transactions contemplated in this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement Amendment or the Fourth Amended and Restated Financing Credit Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, Nothing herein shall be deemed to be cross-references entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the corresponding sectionsObligations, as applicablethe Guaranteed Obligations, the Secured Obligations or any of this Agreementthe terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances, and neither the Administrative Agent, the Collateral Agent nor any other Secured Party has any obligation to inform any Guarantor of such matters in the future or to seek any Guarantor’s acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.
Appears in 2 contracts
Samples: Credit Agreement (Charah Solutions, Inc.), Credit Agreement (Charah Solutions, Inc.)
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers and all Revolving Credit Exposure (including, without limitation, all Revolving Credit Exposure related to the contrary notwithstanding, this 2015 Extended Revolving Credit Commitments (as increased by the 2015 Revolving Commitment Increases)) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement is not intended to in accordance with the terms and provisions thereof and shall not serve be secured pursuant to the First-Lien Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Fifth Amendment, after giving effect a novation to this Fifth Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, its obligations and liabilities created under the Original Financing Credit Agreement and each other Loan Document (including, without limitation, all Revolving Credit Exposure related to the 2015 Extended Revolving Credit Commitments (as defined in increased by the Second Amended and Restated Financing Agreement2015 Revolving Commitment Increases)), in each case after giving effect to this Fifth Amendment, including its guarantee of the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement Obligations and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and pledge of and/or grant of a security interests granted interest in its assets as Collateral pursuant to the First-Lien Security Documents to secure the indebtednesssuch Obligations, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (all as defined provided in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the First-Lien Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unalteredDocuments, and each other Transaction Document (including (a) any Notes previously issued acknowledges and outstanding prior to the date hereof agrees that such obligations, liabilities, guarantee, pledge and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretorespect of, and to secure, such Obligations under the parties hereto Credit Agreement and the other Loan Documents, in each case after giving effect to this Fifth Amendment. Each of the Administrative Agent, each 2015 Extended Revolving Credit Lender, each 2015 Incremental Revolving Credit Lender and each Issuing Bank hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), acknowledges that the term “Obligations” as used reaffirmation contained in this Section 8 satisfies the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including requirement for a reaffirmation agreement with respect to the Transactions Security Documents as such term is defined in contemplated under clause (ii) of the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations second sentence of Section 2.25 of the Credit Parties Agreement, solely as such requirement relates to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the 2015 Revolving Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this AgreementFacility Financing.
Appears in 2 contracts
Samples: Credit Agreement (Univision Holdings, Inc.), Credit Agreement (Univision Holdings, Inc.)
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the contrary notwithstanding2013 Term Loan Conversion) and all Revolving Credit Exposure (including, this without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement is not intended to (as amended hereby) in accordance with the terms and provisions thereof and shall not serve be secured pursuant to effect a novation of the “Obligations” First-Lien Security Documents (as defined amended hereby) in accordance with the Fourth Amended terms and Restated Financing Agreement). Insteadprovisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, it is notwithstanding the express intention effectiveness of this Second Amendment, after giving effect to this Second Amendment, the parties hereto First-Lien Security Documents continue to reaffirm the indebtedness, be in full force and effect and (B) affirms and confirms all of its obligations and liabilities created under the Original Financing Credit Agreement and each other Loan Document (as defined in including the Second Amended 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and Restated Financing Agreementthe Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement Obligations and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and pledge of and/or grant of a security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (interest in its assets as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and Collateral pursuant to the Security Documents (including previous grants of security interestsas amended hereby) to secure such Obligations, mortgages and Liens under and pursuant to all as provided in the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreementamended hereby), the Second Amended and Restated Financing Agreementacknowledges and agrees that such obligations, Third Amended liabilities, guarantee, pledge and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretorespect of, and the parties hereto hereby acknowledgeto secure, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Obligations under the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunderother Loan Documents, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give case after giving effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this AgreementAmendment.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Univision Holdings, Inc.), Guarantee and Collateral Agreement (Univision Holdings, Inc.)
Reaffirmation. Anything contained herein By its signature set forth below, each Credit Party hereby ratifies and confirms to the contrary notwithstandingAdministrative Agent and the Lenders that, after giving effect to this Agreement and the transactions contemplated hereby, each of the Credit Agreement, each Security Document and each other Credit Document to which such Credit Party is not intended a party continues in full force and effect and is the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles and each Credit Party hereby ratifies and confirms each such Credit Document. Except as expressly set forth herein, the execution of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges(i) acknowledges receipt of a copy of this Agreement and all other agreements, ratifiesdocuments and instruments executed and/or delivered in connection herewith, reaffirms (ii) consents to the terms and confirms that the Liens and security interests granted conditions of same without prejudice to any Credit Party’s liability pursuant to the Security Documents secure the indebtedness, liabilities and obligations any of the Credit Parties to Documents, (iii) agrees and acknowledges that each of the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Credit Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue remains in full force and effect in accordance with its terms unless otherwise amended by effect, that such Credit Party’s obligations thereunder are without defense, setoff and counterclaim and that each of the parties theretoCredit Documents is hereby ratified and confirmed, and (iv) ratifies and reaffirms each waiver of such Credit Party set forth in the parties hereto Credit Documents to which it is a party. Each Credit Party hereby acknowledge, ratify, reaffirm acknowledges that it has reviewed and confirm consents to the terms thereof as being and conditions of this Agreement and the transactions contemplated hereby. In addition, each Credit Party reaffirms in all respects the security interests and Liens granted by such Credit Party in and to the Collateral under the terms and conditions of the Collateral Documents to secure the Obligations and agrees that such security interests and Liens remain in full force and effect and unaltered by this Agreement)are hereby ratified, that the term “Obligations” as used reaffirmed and confirmed in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementrespects.
Appears in 2 contracts
Samples: Forbearance Agreement (California Resources Corp), Forbearance Agreement (California Resources Corp)
Reaffirmation. Anything contained herein Each of the Obligors hereby reaffirms (a) all of its obligations under the Transaction Documents to which it is a party to, including, without limitation, all of the contrary notwithstandingoutstanding indebtedness owing under the Purchase Agreement and the Senior Notes, and agrees that this Agreement is Agreement, and all documents, agreements and instruments executed in connection herewith and therewith and the consummation of the transactions contemplated hereby and thereby do not intended operate to and shall not serve to effect reduce or discharge any Obligor’s obligations under such Transaction Documents or constitute a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Insteadany indebtedness or other obligations under any Transaction Documents, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined continuing security interests in its respective assets granted in favor of the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Purchaser pursuant to Security Agreement, the Third Amended Pledge Agreement and Restated Financing each of the other Security Documents. Each of the Obligors hereby (i) acknowledges and consents to the transactions contemplated by, and the execution and delivery of, this Agreement, the Purchase Agreement and the other Note Documents, (ii) in the case of the Subsidiary Guarantors, acknowledges and agrees that its guarantee of the Obligations includes, without limitation, all principal, interest, fees and other amounts now or hereafter due by the Fourth Amended Company under each of the Senior Notes and Restated Financing Agreementthe other Note Documents, (iii) in the case of the Subsidiary Guarantors, ratifies all the provisions of, and reaffirms its obligations under, the guarantee set forth in Article 4 of the Purchase Agreement and its obligations under each other Note Document to which it is a party and confirms that all provisions of each such document are and shall continue remain in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, on and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and at all times after giving effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under amendments contemplated in this Agreement and the Notes delivered or reaffirmed hereunder, amendment and under restatement of the Notes, the Original Financing Existing Note Purchase Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Purchase Agreement, respectively, as and (iv) reaffirms the same further may be amended, modified, supplemented and/or restated from time to time and continuing security interests in its assets granted in favor of the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure Purchaser pursuant to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this AgreementSecurity Documents.
Appears in 2 contracts
Samples: Omnibus Amendment and Reaffirmation Agreement (Staffing 360 Solutions, Inc.), Omnibus Amendment and Reaffirmation Agreement (Jackson Investment Group, LLC)
Reaffirmation. Anything contained herein By its signature set forth below, each Credit Party hereby ratifies and confirms to the contrary notwithstandingAdministrative Agent and the Lenders that, after giving effect to this Agreement and the transactions contemplated hereby, each of the Forbearance Agreement, the Credit Agreement, each Security Document and each other Credit Document to which such Credit Party is not intended a party continues in full force and effect and is the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles and each Credit Party hereby ratifies and confirms each such Credit Document. Except as expressly set forth herein, the execution of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges(i) acknowledges receipt of a copy of this Agreement and all other agreements, ratifiesdocuments and instruments executed and/or delivered in connection herewith, reaffirms (ii) consents to the terms and confirms that the Liens and security interests granted conditions of same without prejudice to any Credit Party’s liability pursuant to the Security Documents secure the indebtedness, liabilities and obligations any of the Credit Parties to Documents, (iii) agrees and acknowledges that each of the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Credit Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue remains in full force and effect in accordance with its terms unless otherwise amended by effect, that such Credit Party’s obligations thereunder are without defense, setoff and counterclaim and that each of the parties theretoCredit Documents is hereby ratified and confirmed, and (iv) ratifies and reaffirms each waiver of such Credit Party set forth in the parties hereto Credit Documents to which it is a party. Each Credit Party hereby acknowledge, ratify, reaffirm acknowledges that it has reviewed and confirm consents to the terms thereof as being and conditions of this Agreement and the transactions contemplated hereby. In addition, each Credit Party reaffirms in all respects the security interests and Liens granted by such Credit Party in and to the Collateral under the terms and conditions of the Security Documents to secure the Obligations and agrees that such security interests and Liens remain in full force and effect and unaltered by this Agreement)are hereby ratified, that the term “Obligations” as used reaffirmed and confirmed in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementrespects.
Appears in 2 contracts
Samples: Forbearance Agreement (California Resources Corp), Forbearance Agreement (California Resources Corp)
Reaffirmation. Anything contained herein (a) Each of the Reaffirming Parties (i) hereby consents to the contrary notwithstandingAmendment Agreement and the transactions contemplated thereby (including, this Agreement is not intended to and shall not serve to effect a novation without limitation, the terms of the “Obligations” Agency Successor Agreement, dated as of July 25, 2014, by and among the Former Administrative Agent, the Administrative Agent and the Borrower), (ii) hereby confirms its guarantees (in the case of Holdings) and its pledges, grants of security interests and other agreements (in the case of all Reaffirming Parties), as applicable, under each of the Security Documents and/or the Guaranty and Pledge Agreement to which it is party and (iii) agrees that notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby, such guarantees, pledges (subject, in the case of pledges of Pledged Stock (as defined in the Fourth Amended Collateral Agreement) and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement Pledged Equity (as defined in the Second Amended Modified Guarantee and Restated Financing Pledge Agreement) of any entity that is a licensee or registered holding company under the Nevada Gaming Laws, to the prior approval of the Nevada Gaming Authorities), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages interests and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) other agreements shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being be in full force and effect and unaltered by this Agreement)shall accrue to the benefit of the Lenders under the Amended Credit Agreement (or, that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTcase of the Guaranty and Pledge Agreement, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Credit Agreement Holdco Secured Parties (as defined in the Second Amended Guaranty and Restated Financing Pledge Agreement)). Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings and the Borrower with Section 5.10 of the Amended Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document and the Second Guaranty and Pledge Agreement to which it is party and further agrees that notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby, such obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the Amended Credit Agreement (or, in the case of the Guaranty and Restated Financing Pledge Agreement, the Third Amended and Restated Financing Credit Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Holdco Secured Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended Guaranty and Restated Financing Pledge Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Caesars Entertainment Operating Company, Inc.)
Reaffirmation. Anything contained herein to Upon the contrary notwithstandingeffectiveness of this Agreement, (i) the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement is not intended to and shall not serve to effect a novation (ii) all of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in the Existing Credit Agreement (including, without limitation, interest and fees accrued prior to the Effective Date, none of which shall be altered by the terms of this Agreement with respect to any period preceding the Effective Date) (collectively, the “Original Obligations”) shall continue to be in full force and effect, but shall be governed by, and become due and payable pursuant to, the terms and conditions set forth in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents Original Obligations, together with any and all agreementsadditional Obligations incurred by Borrower hereunder or under any of the other Loan Documents, instruments shall continue to be secured by all of the pledges and documents executed or delivered grants of security interests provided in connection with any the Existing Credit Agreement (and, from and after the Effective Date, shall also be secured by all of the foregoing shall each be deemed to be amended to pledges and grants of security interests provided in connection with this Agreement), all as more specifically set forth in the extent necessary to give effect to the provisions of this Section 13.19Collateral Documents. Each reference to Borrower and each Guarantor hereby reaffirms its obligations under the Existing Credit Agreement and each other “Loan Document”, as defined in the Existing Credit Agreement (collectively, the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference Original Loan Documents”) to this Agreement and the Notes issued or reaffirmed hereunderwhich it is party, respectively (as each may be further amended, restated, amended and restated, supplemented or otherwise modified from time by this Agreement and by the other Loan Documents delivered on the Effective Date and hereafter. Each Borrower further agrees that each Original Loan Document shall remain in full force and effect following the execution and delivery of this Agreement (except to time). Cross-the extent modified or replaced by this Agreement or any Loan Document delivered on the Effective Date) and that all references in to the Transaction Documents to particular section numbers “Credit Agreement” in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, Loan Documents shall be deemed to be cross-references refer to the corresponding sections, as applicable, of this Agreement. This Agreement is not intended to constitute, and does not constitute, a novation of the Original Obligations or to evidence payment of all or any portion of such Original Obligations.
Appears in 1 contract
Samples: Revolving Credit Agreement (Warrior Met Coal, Inc.)
Reaffirmation. Anything contained herein (A) Each of Holdings, the Borrower and the Subsidiary Guarantors (each, a “Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents to which it is a party and (b) agrees that (i) each Loan Document to which it is a party shall continue to be in full force and effect, (ii) all obligations and liabilities of the Borrower under the Original Credit Agreement, as amended pursuant to this Amendment No. 1, constitute “Guaranteed Obligations” under and as defined in each of the Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under the Original Credit Agreement, as amended pursuant to this Amendment No. 1 constitute “Secured Obligations” (under and as defined in the Fourth Amended Pledge Agreement and Restated Financing Agreement). Instead, it is are secured by and entitled to the express intention benefits of the parties hereto to reaffirm Pledge Agreement and the indebtednessother Security Documents, (iv) all obligations and liabilities created of Holdings under the Original Financing Holdings Guaranty and Pledge Agreement (constitute “Secured Obligations” under and as defined in the Second Amended Holdings Guaranty and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Pledge Agreement and the Notes, which are evidenced by the Notes and secured by and entitled to the Collateral. Each Credit Party acknowledgesbenefits of the Holdings Guaranty and Pledge Agreement and (iv) all guarantees, ratifiespledges, reaffirms grants of Liens, covenants, agreements and confirms that other commitments under the Loan Documents and all Liens and security interests granted pursuant to under the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being be in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer shall accrue to the indebtedness, liabilities and obligations benefit of the Credit Secured Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall not be deemed and construed to secure to impaired or discharged hereby or by the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementtransactions contemplated hereby.
Appears in 1 contract
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Fifth Amendment Effective Date and after giving effect to this Fifth Amendment, all Obligations of each Borrower shall be guaranteed pursuant to the contrary notwithstanding, this Agreement is not intended to Guaranty in accordance with the terms and provisions thereof and shall not serve be secured pursuant to effect a novation the Security Documents in accordance with the terms and provisions thereof; and (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Fifth Amendment, as of the “Obligations” Fifth Amendment Effective Date and after giving effect to this Fifth Amendment, the Security Documents continue to be in full force and effect, (B) agrees as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms Fifth Amendment Effective Date that all of the Liens and security interests granted created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for all Obligations under the Loan Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Fifth Amendment) and (C) as of the Fifth Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document (including this Fifth Amendment), in each case, after giving effect to this Fifth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the indebtednessSecurity Documents, liabilities and obligations acknowledges and agrees that as of the Credit Parties to the AgentFifth Amendment Effective Date such obligations, the Lenders liabilities, guarantee, pledge and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretorespect of, and to secure, such Obligations under the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunderother Loan Documents, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give case after giving effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this AgreementFifth Amendment.
Appears in 1 contract
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Fifth Amendment Effective Date and after giving effect to this Fifth Amendment, all Obligations of the Borrower shall be guaranteed pursuant to the contrary notwithstanding, this Agreement is not intended to Guarantee in accordance with the terms and provisions thereof and shall not serve be secured pursuant to effect a novation the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Fifth Amendment, as of the “Obligations” Fifth Amendment Effective Date and after giving effect to this Fifth Amendment, the Security Documents continue to be in full force and effect, (B) agrees as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms Fifth Amendment Effective Date that all of the Liens and security interests granted created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Fifth Amendment) and (C) as of the Fifth Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (including this Fifth Amendment), in each case after giving effect to this Fifth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the indebtednessSecurity Documents, liabilities and obligations acknowledges and agrees that as of the Credit Parties to the AgentFifth Amendment Effective Date such obligations, the Lenders liabilities, guarantee, pledge and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretorespect of, and to secure, such Obligations under the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Credit Agreement (as defined modified hereby) and the other Credit Documents, in each case after giving effect to this Fifth Amendment; and (iii) each Guarantor agrees that nothing in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Credit Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (this Fifth Amendment or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references require the consent of such Guarantor to any future amendment to the corresponding sections, as applicable, of this Credit Agreement.
Appears in 1 contract
Reaffirmation. Anything contained herein to Other than as expressly provided in this Amendment, the contrary notwithstanding, execution and delivery of this Agreement is not intended to and Amendment shall not operate as a waiver of any right, power or remedy of the Deerfield Lenders, constitute a waiver of any provision of the Facility Agreement, the Notes, any other Transaction Documents (as currently in effect) or any other document executed in connection therewith or serve to effect a novation of the “Obligations” obligations thereunder. The Borrower, as issuer, debtor, grantor, xxxxxxx, mortgagor, guarantor or assignor, or in other any other similar capacity in which it grants liens or security interests in its property hereby (i) acknowledges and agrees that it has reviewed this Amendment, (ii) ratifies and reaffirms all of its obligations, contingent or otherwise, under each of the Transaction Documents, and (iii) to the extent the Borrower granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for the Obligations under or with respect to the Transaction Documents, ratifies and reaffirms such grant of security interests and Liens as provided in the Transaction Documents and confirms and agrees that such security interests and Liens continue to secure all of the currently outstanding or future Obligations (as defined amended hereby) on the terms and conditions of the Transactions Documents (for the avoidance of doubt as amended as of the date of this Amendment (including as provided in the Fourth Amended and Restated Financing Agreementthis Amendment)). InsteadThe Borrower hereby consents to this Amendment and acknowledges that this Amendment and each document or agreement executed and delivered pursuant to, it or in connection with, the execution and delivery of this Amendment is the express intention a Transaction Document and each of the parties hereto to reaffirm the indebtednessother Transaction Documents, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, each as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants as of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents including as such term is defined provided in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreementthis Amendment), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being remains in full force and effect and unaltered by this Agreement)is hereby ratified and reaffirmed; provided, that nothing in this Section 4.13 shall obligate the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTBorrower to restate, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)or be considered to be a restatement of, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations representations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations Borrower contained in Article 3 of the Credit Parties under this Existing Facility Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19date hereof. Each Any reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers “hereunder,” “hereof,” “herein,” or words of like import referring to such agreement shall refer to such Transaction Document as amended as of the date hereof (including as provided in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreementthis Amendment), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 1 contract
Samples: Facility Agreement (Kempharm, Inc)
Reaffirmation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation Each of the Borrower and the Subsidiary Guarantors (the Borrower and the Subsidiary Guarantors collectively being referred to as the “Obligations” (Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention a result of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing this Agreement and the Notes, which are evidenced transactions contemplated hereby. Each Reaffirming Loan Party hereby further (a) acknowledges that the Loan Document Obligations shall include any and all amounts owing or to be owing by the Notes and secured Borrower or any Subsidiary Guarantor (whether direct or indirect (including those acquired by the Collateral. Each Credit Party acknowledgesassumption), ratifiesabsolute or contingent, reaffirms and confirms that the Liens and security interests granted pursuant due or to become due, now existing or hereafter arising) to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Administrative Agent, the Lenders and Holders Issuing Banks, any Lender or any Related Party of any of the foregoing under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing this Agreement and the Fourth Amended and Restated Financing Credit Agreement, as amended including all such obligations in respect of the Tranche 2 Commitments and restated pursuant to all Loans incurred thereunder (including all such obligations incurred during the Notes pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding, and this Agreementincluding all such obligations arising before and after the Conversion Date), respectively (except that the b) reaffirms its Guarantees, pledges and grants of security interests, mortgages as applicable, under each of the Loan Documents to which it is party, (c) agrees that, notwithstanding the effectiveness of this Agreement and Liens under the transactions contemplated hereby, such Guarantees, pledges and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) interests shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being be in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer shall accrue to the indebtedness, liabilities and obligations benefit of the Credit Secured Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed determined after giving effect to this Agreement) and construed to secure (d) agrees, in the case of each Reaffirming Loan Party that is party to the fullest extent set forth therein all now existing Guaranty Agreement that Tesoro Panama is not party to, that, solely for purposes of being entitled to receive contribution and hereafter arising Obligations indemnification payments under and as defined in this Section 8 of such Guaranty Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, Tesoro Panama shall be deemed to be cross-references a “Guarantor” and any payment made by Tesoro Panama under any Guaranty or Security Agreement shall be deemed to the corresponding sections, as applicable, of this Agreementbe a “Guarantor Payment”.
Appears in 1 contract
Samples: Credit Agreement (Tesoro Corp /New/)
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Fourth Amendment Effective Date and after giving effect to this Fourth Amendment, all Obligations of the Borrower shall be guaranteed pursuant to the contrary notwithstanding, this Agreement is not intended to Guaranty in accordance with the terms and provisions thereof and shall not serve be secured pursuant to effect a novation the Collateral Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Fourth Amendment, as of the “Obligations” Fourth Amendment Effective Date and after giving effect to this Fourth Amendment, the AMERICAS 118492174 Collateral Documents continue to be in full force and effect, (B) agrees as defined in of the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention Amendment Effective Date that all of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted created and arising under each Collateral Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Fourth Amendment) and (C) as of the Fourth Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (including this Fourth Amendment), in each case after giving effect to this Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets constituting Collateral pursuant to the Security Collateral Documents to secure such Obligations, all as provided in the indebtednessCollateral Documents, liabilities and obligations acknowledges and agrees that as of the Credit Parties to the AgentFourth Amendment Effective Date such obligations, the Lenders liabilities, guarantee, pledge and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretorespect of, and to secure, such Obligations under the parties hereto hereby acknowledgeAmended Credit Agreement and the other Credit Documents, ratify, reaffirm in each case after giving effect to this Fourth Amendment; and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), (iii) each Guarantor agrees that the term “Obligations” as used nothing in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Credit Agreement, the Third Amended and Restated Financing Agreement or the this Fourth Amended and Restated Financing Agreement) (Amendment or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references require the consent of such Guarantor to any future amendment to the corresponding sections, as applicable, of this Amended Credit Agreement.
Appears in 1 contract
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) the Borrower hereby agrees that all Loans incurred by the Borrower (including, without limitation, the 2017 New Replacement Term Loans and the 2017 Converted Replacement Term Loans incurred by the Borrower) shall be guaranteed pursuant to the contrary notwithstanding, this Guarantee and Collateral Agreement is not intended to in accordance with the terms and provisions thereof and shall not serve be secured pursuant to effect a novation the Security Documents in accordance with the terms and provisions thereof and (ii) each of the “Obligations” Borrower and the Subsidiary Guarantors party hereto hereby (as defined in A) agrees that, notwithstanding the Fourth Amended and Restated Financing Agreement). Insteadeffectiveness of this Second Amendment, it is the express intention of the parties hereto after giving effect to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the this Second Amended and Restated Financing Agreement)Amendment, the Second Amended Security Documents continue to be in full force and Restated Financing Agreementeffect, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms (B) agrees that all of the Liens and security interests granted created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Second Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document (including the 2017 New Replacement Term Loans and the 2017 Converted Replacement Term Loans), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure the indebtednesssuch Obligations, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (all as defined provided in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unalteredDocuments, and each other Transaction Document (including (a) any Notes previously issued acknowledges and outstanding prior to the date hereof agrees that such obligations, liabilities, guarantee, pledge and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretorespect of, and the parties hereto hereby acknowledgeto secure, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Obligations under the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunderother Loan Documents, and under the Notesin each case, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect provided in, and subject to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean limitations and be a reference to this Agreement and the Notes issued or reaffirmed hereunderqualifications set forth in, respectively such Loan Documents (as each may be further amended, restated, supplemented or otherwise modified from time to timeamended by this Second Amendment). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 1 contract
Reaffirmation. Anything contained herein (A) Each of Holdings, the Borrower and the Subsidiary Guarantors (each, a “Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents to which it is a party and (b) agrees that (i) each Loan Document to which it is a party shall continue to be in full force and effect, (ii) all obligations and liabilities of the Borrower under the Credit Agreement, as amended pursuant to this Incremental Amendment No. 1 (including without limitation, all obligations and liabilities of the Company arising under the Incremental Amendment No. 1 Revolving Credit Commitments), constitute “Guaranteed Obligations” under and as defined in each of the Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under the Credit Agreement, as amended pursuant to this Incremental Amendment No. 1 (including without limitation, all obligations and liabilities of such Credit Parties arising under the Incremental Amendment No. 1 Revolving Credit Commitments or any guarantee thereof, as applicable) constitute “Secured Obligations” (under and as defined in the Fourth Amended Pledge Agreement and Restated Financing Agreement). Instead, it is are secured by and entitled to the express intention benefits of the parties hereto to reaffirm Pledge Agreement and the indebtednessother Security Documents, (iv) all obligations and liabilities created of Holdings under the Original Financing Holdings Guaranty and Pledge Agreement (including without limitation, all obligations and liabilities of Holdings in respect of its guarantee of the obligations under the Incremental Amendment No. 1 Revolving Credit Commitments) constitute “Secured Obligations” under and as defined in the Second Amended Holdings Guaranty and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Pledge Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant entitled to the Security Documents secure the indebtedness, liabilities and obligations benefits of the Credit Parties to the AgentHoldings Guaranty and Pledge Agreement and (iv) all guarantees, the Lenders pledges, grants of Liens, covenants, agreements and Holders other commitments under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Loan Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being be in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer shall accrue to the indebtedness, liabilities and obligations benefit of the Credit Secured Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall not be deemed and construed to secure to impaired or discharged hereby or by the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementtransactions contemplated hereby.
Appears in 1 contract
Samples: Lamar Media Corp/De
Reaffirmation. Anything contained herein By signing this Agreement, each Loan Party party hereto hereby confirms that, as of the Third Amendment Effective Date, (a) the obligations of the Loan Parties under the Amended Credit Agreement and the other Loan Documents (i) are entitled to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation benefits of the “Obligations” (as defined guarantees and Liens set forth or created in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Existing Credit Agreement, the Third Amended Security Documents and Restated Financing each other Loan Documents, (ii) constitute “Obligations”, “Secured Obligations” and “Guaranteed Obligations” or other similar term for purposes of (and as defined in, as applicable) the Existing Credit Agreement, the Fourth Amended Security and Restated Financing Agreement Guarantee Documents and all other Loan Documents, and (iii) except as expressly set forth herein, the Security and Guarantee Documents and the Notesother Loan Documents are, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unalteredto be, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that are hereby ratified and confirmed in all respects; and (b) each Continuing Tranche B2 Lender and the term New Tranche B2 Lender shall be a “ObligationsSecured Party” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents and a “Lender” (including without limitation for purposes of the Transactions Documents as such term is defined definition of “Required Lenders” contained in Section 1.01 of the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Credit Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations for all purposes of the Amended Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered other Loan Documents. Each Loan Party party hereto hereby ratifies and confirms that, as of the Third Amendment Effective Date, all Liens granted, conveyed or reaffirmed hereunderassigned to the Administrative Agent or Collateral Agent, as applicable, by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed continue to secure full payment and performance of the Obligations. Each Loan Party other than the Borrower acknowledges and agrees that (i) notwithstanding the conditions to the fullest extent effectiveness set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any such Loan Party is not required by the terms of the foregoing shall each be deemed Existing Credit Agreement or any other Loan Document to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference consent to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references ii) nothing in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Existing Credit Agreement, the Third Amended and Restated Financing Credit Agreement, this Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, any other Loan Document shall be deemed to be cross-references require the consent of such Loan Party to any future amendment, consent or waiver of the corresponding sections, as applicable, terms of this the Amended Credit Agreement.
Appears in 1 contract
Samples: Third Amendment (Science Applications International Corp)
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) each Borrower and each other Loan Party hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the Initial USD Term Loans and the Initial Euro Term Loans) shall be guaranteed pursuant to the contrary notwithstanding, this Agreement is not intended to Loan Guaranty in accordance with the terms and provisions thereof and shall not serve be secured pursuant to the Collateral Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect a novation to this First Amendment, the Collateral Documents continue to be in full force and effect and (B) affirms and confirms all of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, its obligations and liabilities created under the Original Financing Credit Agreement and each other Loan Document (as defined in including the Second Amended Initial USD Term Loans and Restated Financing Agreementthe Initial Euro Term Loans), in each case after giving effect to this First Amendment, including its guarantee of the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement Secured Obligations and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and pledge of and/or grant of a security interests granted interest in its assets as Collateral pursuant to the Security Collateral Documents to secure the indebtednesssuch Secured Obligations, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (all as defined provided in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unalteredCollateral Documents, and each other Transaction Document (including (a) any Notes previously issued acknowledges and outstanding prior to the date hereof agrees that such obligations, liabilities, guarantee, pledge and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in respect of, and to secure, such Secured Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. In particular, and without limiting the foregoing, (x) the security interests granted under the Lux Security Documents shall be preserved and remain in full force and effect, as first ranking security over the collateral respectively secured therein, in accordance with its the terms unless otherwise amended thereof, and neither the obligations of the Pledgors (as defined in the Lux Security Documents) contained in the relevant Lux Security Documents nor the rights, powers and remedies conferred upon the Administrative Agent and the other Secured Parties by the parties theretoLux Security Documents or by law, nor the pledges (as referred to therein) created thereby shall be discharged, released or impaired by this First Amendment or are otherwise affected by this First Amendment (except to the extent expressly provided herein) and (y) all clauses, terms, representations and conditions of the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being Lux Security Documents shall remain in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Lux Security Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed continue to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents any and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this AgreementSecured Obligations.
Appears in 1 contract
Samples: Credit Agreement (Indivior PLC)
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) the Borrower hereby agrees that all Loans incurred by the Borrower (including, without limitation, the 2018 New Replacement Term B-3 Loans and the 2018 Converted Replacement Term B-3 Loans incurred by the Borrower) and the Revolving Commitments shall be guaranteed pursuant to the contrary notwithstanding, this Guarantee and Collateral Agreement is not intended to in accordance with the terms and provisions thereof and shall not serve be secured pursuant to effect a novation the Security Documents in accordance with the terms and provisions thereof and (ii) each of the “Obligations” Borrower and the Subsidiary Guarantors party hereto hereby (as defined in A) agrees that, notwithstanding the effectiveness of this Fourth Amended and Restated Financing Agreement). InsteadAmendment, it is the express intention of the parties hereto after giving effect to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)this Fourth Amendment, the Second Amended Security Documents continue to be in full force and Restated Financing Agreementeffect, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms (B) agrees that all of the Liens and security interests granted created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Fourth Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document (including the Revolving Commitments, the 2018 New Replacement Term B-3 Loans and the 2018 Converted Replacement Term B-3 Loans), in each case after giving effect to this Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure the indebtednesssuch Obligations, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (all as defined provided in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unalteredDocuments, and each other Transaction Document (including (a) any Notes previously issued acknowledges and outstanding prior to the date hereof agrees that such obligations, liabilities, guarantee, pledge and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretorespect of, and the parties hereto hereby acknowledgeto secure, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Obligations under the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunderother Loan Documents, and under the Notesin each case, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect provided in, and subject to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean limitations and be a reference to this Agreement and the Notes issued or reaffirmed hereunderqualifications set forth in, respectively such Loan Documents (as each may be further amended, restated, supplemented or otherwise modified from time to timeamended by this Fourth Amendment). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 1 contract
Reaffirmation. Anything contained herein Each Debtor, as debtors, grantors, pledgors, guarantors, mortgagors, assignors, as applicable, or in other similar capacities in which any such Debtor grants liens or security interests in its properties or otherwise act as accommodation parties or guarantors, as the case may be, in any case under the Existing Collateral Documents, hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each such Existing Collateral Document to which it is a party and, to the contrary notwithstanding, this extent such Debtor granted liens on or security interests in any of its properties pursuant to any such Existing Collateral Documents as security for the Obligations under or with respect to the Prior Credit Agreement is not intended to and shall not serve to effect a novation of or the “Obligations” (as defined in the Fourth Amended and Restated Financing Credit Agreement). Instead, it is the express intention any Hedging Liability and any Bank Product Obligations, each hereby ratifies and reaffirms such grant of liens and security interests and confirms and agrees that such liens and security interests hereafter secure all of the parties hereto to reaffirm Obligations, Hedging Liability, and Bank Product Obligations, including, without limitation, all additional Obligations, Hedging Liability, and Bank Product Obligations resulting from the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Credit Agreement), in each case as if each reference in such Existing Collateral Documents to the Second obligations secured thereby are construed to hereafter mean and refer to such Obligations under the Amended and Restated Financing Credit Agreement, any Hedging Liability and any Bank Product Obligations. Each Debtor hereby acknowledges receipt of a copy of the Third Amended and Restated Financing Agreement, Credit Agreement and hereby consents to the Fourth terms and conditions of the Amended and Restated Financing Agreement and the NotesCredit Agreement, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant subject to the Security Documents secure the indebtednesslimitations, liabilities if any, set forth therein, and obligations each Debtor hereby acknowledges that each of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing AgreementExisting Collateral Documents, as amended and restated pursuant to the Notes and this Agreementhereby, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being remains in full force and effect and unaltered by is hereby ratified and confirmed. The execution of this Agreement), that Master Reaffirmation shall not operate as (i) a novation of any of the term “Obligations,” as used in “Hedging Liability,” “Bank Product Obligations,” “Secured Obligations,” or any other obligations, liability or indebtedness under the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including Prior Credit Agreement or the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Credit Agreement or the Fourth Amended and Restated Financing AgreementExisting Collateral Documents or (ii) (a waiver of any right, power or any other term used therein to describe or refer to the indebtedness, liabilities and obligations remedy of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtednessAdministrative Agent, liabilities and obligations nor constitute a waiver of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all any provision of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this AgreementExisting Collateral Documents.
Appears in 1 contract
Reaffirmation. Anything contained herein to Other than as expressly provided in this Agreement, the contrary notwithstanding, execution and delivery of this Agreement is not intended to and shall not operate as a waiver of any right, power or remedy of the Lenders, constitute a waiver of any provision of the Indenture, the Facility Agreement, the Indenture Notes or the FA Note or any other document executed in connection therewith or serve to effect a novation of the “Obligations” obligations thereunder. The Borrower, as issuer, debtor, grantor, xxxxxxx, mortgagor, guarantor or assignor, or in other any other similar capacity in which it grants liens or security interests in its property hereby (i) acknowledges and agrees that it has reviewed this Agreement, (ii) ratifies and reaffirms all of its obligations, contingent or otherwise, under each of the Transaction Documents (as defined in the Fourth Amended and Restated Financing Facility Agreement). Instead, it is the express intention each as amended as of the parties hereto date hereof (including as provided in this Agreement), and (iii) to reaffirm the indebtedness, obligations and liabilities created under extent the Original Financing Agreement Borrower granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for the Obligations (as defined in the Second Amended Facility Agreement) under or with respect to the Transaction Documents, ratifies and Restated Financing reaffirms such grant of security interests and Liens as provided in the Transaction Documents and confirms and agrees that such security interests and Liens continue to secure all of the currently outstanding or future Obligations (as amended hereby) on the terms and conditions of the Transactions Documents (as amended as of the date of this Agreement (including as provided in this Agreement)). The Borrower hereby consents to this Agreement and acknowledges that this Agreement is a Transaction Document and each of the other Transaction Documents, each as amended as of the date hereof (including as provided in this Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being remains in full force and effect and unaltered by is hereby ratified and reaffirmed; provided that, nothing in this Agreement)Section 7.15 shall obligate the Borrower to restate, that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)or be considered to be a restatement of, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations representations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations Borrower contained in Article 3 of the Credit Parties under this Facility Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19date hereof. Each Any reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers “hereunder,” hereof,” “herein,” or words of like import referring to such agreement shall refer to such Transaction Document as amended as of the date hereof (including as provided in the Original Financing Agreement (as defined in the Second Amended and Restated Financing this Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 1 contract
Samples: Facility Agreement (Kempharm, Inc)
Reaffirmation. Anything contained herein to Other than as expressly provided in this Agreement, the contrary notwithstanding, execution and delivery of this Agreement is not intended to and shall not operate as a waiver of any right, power or remedy of the Lender, constitute a waiver of any provision of the Facility Agreement, any other Transaction Documents (as currently in effect) or any other document executed in connection therewith or serve to effect a novation of the “Obligations” obligations thereunder. The Borrower, as issuer, debtor, grantor, xxxxxxx, mortgagor, guarantor or assignor, or in other any other similar capacity in which it grants liens or security interests in its property hereby (i) acknowledges and agrees that it has reviewed this Agreement, (ii) ratifies and reaffirms all of its obligations, contingent or otherwise, under each of the Transaction Documents, and (iii) to the extent the Borrower granted Liens on or security interests in any of its property pursuant to any such Transaction Document as defined security for the Obligations under or with respect to the Transaction Documents, ratifies and reaffirms such grant of security interests and Liens as provided in the Fourth Amended Transaction Documents and Restated Financing Agreementconfirms and agrees that such security interests and Liens continue to secure all of the currently outstanding or future Obligations on the terms and conditions of the Transactions Documents (for the avoidance of doubt as amended as of the Effective Date). InsteadThe Borrower hereby consents to this Agreement and acknowledges that this Agreement, it the Note and each document or agreement executed and delivered pursuant to, or in connection with, the execution and delivery of this Agreement is the express intention a Transaction Document and each of the parties hereto to reaffirm other Transaction Documents, each as amended as of the indebtedness, obligations and liabilities created under the Original Financing Agreement Effective Date (including as defined provided in the Second Amended and Restated Financing this Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being remains in full force and effect and unaltered by is hereby ratified and reaffirmed; provided that, nothing in this Agreement)Section 6.15 shall obligate the Borrower to restate, that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)or be considered to be a restatement of, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations representations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations Borrower contained in Article 3 of the Credit Parties under this Facility Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19date hereof. Each Any reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers “hereunder,” “hereof,” “herein,” or words of like import referring to such agreement shall refer to such Transaction Document as amended as of the Effective Date. For the avoidance of doubt, the parties acknowledge and agree that, nothing contained herein or in the Original Financing Facility Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed or construed as an agreement by Lender to be cross-references to make any Disbursement or additional Loan on or after the corresponding sections, as applicable, of this Agreementdate hereof.
Appears in 1 contract
Reaffirmation. Anything contained herein (a) Each of the Borrower and the entities party hereto as “Guarantors” (the “Guarantors”, together with the Borrower, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each reference to the contrary notwithstanding, Collateral Agreement in this Agreement is not intended Section 5 shall refer to and shall not serve to effect a novation of the “Obligations” meaning given such term in the Restated Credit Agreement. Each Reaffirming Loan Party hereby further (i) acknowledges that the Secured Obligations (as defined in the Fourth Amended Collateral Agreement) shall include the due and punctual payment of all of the monetary obligations of each Loan Party under or pursuant to the Restated Financing Credit Agreement, including all such obligations in respect of the Commitments and all Loans incurred thereunder (including all such obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding). Instead, (ii) confirms its guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, (iii) hereby grants to the express intention Administrative Agent, its successors and assigns, for the benefit of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement Secured Parties (as defined in the Second Amended and Restated Financing Collateral Agreement), as security for the Second Amended and Restated Financing Agreementpayment or performance, as the Third Amended and Restated Financing Agreementcase may be, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations in full of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement Secured Obligations (as defined in the Second Amended and Restated Financing Collateral Agreement), a security interest in of its all right, title and interest in, to and under any and all of the Second Amended Article 9 Collateral (as defined in the Collateral Agreement) now owned or at any time hereafter acquired by such Reaffirming Loan Party or in, to or under which such Reaffirming Loan Party now has or at any time hereafter may acquire any right, title or interest and Restated Financing Agreement(iv) agrees that, notwithstanding the Third Amended and Restated Financing effectiveness of this Agreement and the Fourth Amended transactions contemplated hereby, its guarantees, pledges and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens as applicable, under and pursuant each of the Loan Documents to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) which it is party shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being be in full force and effect and unaltered by shall accrue to the benefit of the Secured Parties (and shall be determined after giving effect to this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 1 contract
Samples: Agreement (Netscout Systems Inc)
Reaffirmation. Anything contained herein (a) Each of the Reaffirming Parties (i) hereby acknowledges receipt of a copy of the Credit Agreement and consents to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Credit Agreement and the Notestransactions contemplated thereby, which are evidenced by including the Notes and secured by Transactions, (ii) without limiting its obligations under, or the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agentprovisions of, the Lenders and Holders Guarantee Agreement, hereby confirms its respective guarantees, as applicable, under the NotesGuarantee Agreement, (iii) without limiting its obligations under, or the provisions of, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Collateral Agreement, the Third Amended hereby confirms its respective assignments, pledges and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages as applicable, under the Collateral Agreement and Liens each of the other Loan Documents to which it is party, (iv) without limiting its obligations under, or the provisions of, any Loan Document, hereby confirms that the obligations of the Borrower under and pursuant the Credit Agreement are entitled to the Security benefits of the guarantees and the security interests set forth or created in the Guarantee Agreement, the Collateral Agreement and the other Loan Documents and constitute “Obligations,” “Loan Document Obligations,” “Secured Obligations” or other similar term for purposes thereof, (including previous v) hereby agrees that, after giving effect to the Credit Agreement and the Transactions, such guarantees, and pledges and grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)applicable, the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being be in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein shall continue to describe or refer inure to the indebtedness, liabilities and obligations benefit of the Credit Parties to the Agent and the Lenders and Holdersthe other Secured Parties, (vi) includes hereby ratifies, confirms and agrees that all Liens granted, conveyed, or assigned to the indebtednessAdministrative Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, liabilities are not released or reduced, and obligations of after giving effect to the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, Transactions continue to secure full payment and performance of the obligations under the Notes, Credit Agreement and such Liens continue unimpaired with the Original Financing same priority to secure repayment of such obligations whether heretofore or hereafter incurred and no new filings are required to be made and no other action is required to be taken to perfect or to maintain the perfection of such Liens and (vii) the Obligations of Borrower and the other Loan Parties under the Existing Credit Agreement (that remain unpaid and outstanding as defined in of the Second Amended date hereof shall continue to exist under and Restated Financing Agreement), be evidenced by the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Credit Agreement and the Fourth Amended other Loan Documents (such consents, confirmations and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to collectively, the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to timeReaffirmation”). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 1 contract
Samples: Junior Lien Intercreditor Agreement (Virtu Financial, Inc.)
Reaffirmation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation Each of the “Obligations” Company and the Purchasers hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Notes (as defined in after giving effect hereto) and the Fourth Amended and Restated Financing Note Purchase Agreement). Instead, it is the express intention Each of the parties hereto Company and the Requisite Purchasers hereby consents to reaffirm the indebtedness, obligations this First Amendment and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and acknowledges that each of the Notes, which are evidenced by as amended hereby and the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Note Purchase Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being remains in full force and effect and unaltered by is hereby ratified and reaffirmed. Each of the undersigned has caused this AgreementFirst Amendment to be duly executed and delivered as of the date first above written. COMPANY: NILE THERAPEUTICS, INC. By: Name: Title: HOLDER Name: Principal Amount of Notes Held Exhibit A THE SECURITIES REPRESENTED HEREBY AND ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED FORM AND FILED SEPARATELY SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND EXCHANGE COMMISSION PURSUANT ALL APPLICABLE STATE SECURITIES LAWS. NILE THERAPEUTICS, INC. [FORM OF] AMENDED AND RESTATED WARRANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934PURCHASE COMMON STOCK Warrant No. [2013-XX] Original Issue Date: [DATE]1 Nile Therapeutics, AS AMENDED Transaction Documents Inc., a Delaware corporation (including the Transactions Documents as “Company”), hereby certifies that, for value received, [_______________] or its permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [________________] ([_____]) shares of common stock, $0.001 par value (the “Common Stock”), of the Company (each such term is defined in share, a “Warrant Share” and all such shares, the Original Financing Agreement “Warrant Shares”) at an exercise price per share equal to $[__]2 (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), at any time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time from on or after the date hereof (the “Trigger Date”) and through and including 5:30 P.M., New York City time. The Transaction Documents , on [DATE]3 (the “Expiration Date”), and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended subject to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean following terms and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second conditions: This Amended and Restated Financing Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Convertible Note Purchase Agreement dated March 15, 2013, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreementcollectively, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement“Warrants.”
Appears in 1 contract
Samples: Nile Therapeutics, Inc.
Reaffirmation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and 128 obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 1 contract
Reaffirmation. Anything contained herein to Without limiting its obligations under or the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation provisions of the Restated Credit Agreement and the Guarantee Agreement, each of the Company and each other Loan Party hereby (a) acknowledges that the terms “Loan Document Obligations” and “Obligations” (as defined and terms of similar import used in the Fourth Amended Loan Documents) shall include all principal of and premium, if any, and interest (including interest accruing, at the rate specified in the Restated Financing AgreementCredit Agreement or other applicable Loan Document, during the pendency of any 6 [[5869067v.6]] bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and all payments required to be made by any Loan Party under the Restated Credit Agreement or any other Loan Document in respect of any Letter of Credit, including payments in respect of reimbursement of LC Disbursements, interest thereon (including interest accruing, at the rate specified in the Restated Credit Agreement or other applicable Loan Document, during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide cash collateral and all other monetary obligations under the Restated Credit Agreement or any other Loan Document, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations accruing, at the rate specified in the Restated Credit Agreement or any other Loan Document, or incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding). Instead, on, or made pursuant to, the Delayed Draw Term Commitments, the Revolving Commitments, the LC Commitments, the Delayed Draw Term Loans, the Revolving Loans and the Swingline Loans, as applicable, (b) affirms and confirms its guarantee and other obligations under the Guarantee Agreement and its obligations under the Credit Agreement and each other Loan Document to which it is the express intention of the parties hereto a party, in each case after giving effect to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing this Agreement and the Notes, which are evidenced by effectiveness of the Notes Restated Credit Agreement and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms (c) agrees that the Liens Guarantee Agreement and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities all guarantees and other commitments and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Guarantee Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Credit Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue be in full force and effect in accordance with its terms unless otherwise amended by following the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations effectiveness of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Credit Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this AgreementSECTION 6.
Appears in 1 contract
Samples: Credit Agreement (Westinghouse Air Brake Technologies Corp)
Reaffirmation. Anything contained herein The Borrower and Sponsor (and any other obligor that becomes party hereto after the date hereof), in its respective capacity as a Borrower, debtor, obligor, grantor, pledgor, guarantor, assignor, or other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in or to its properties hereunder or under any other Loan Document, hereby acknowledges and agrees to be bound by the contrary notwithstandingprovisions of this Section 4.10 (including, this Agreement is without limitation, the implementation from time to time of any Benchmark Replacement and any Benchmark Replacement Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that in connection with and after giving effect to any Benchmark Cessation Changes: (i) its Obligations shall not intended to in any way be novated, discharged or otherwise impaired, and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended continue, be ratified and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations be affirmed and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its properties relating to this Agreement or any other Loan Document shall continue, be ratified and effect in accordance with its terms unless otherwise amended by the parties theretobe affirmed, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being shall remain in full force and effect and unaltered by shall not be novated, discharged or otherwise impaired and (iii) the Loan Documents and its obligations thereunder (contingent or otherwise) shall continue, be ratified and be affirmed and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired. In addition, Borrower hereby fully waives any requirements to notify Borrower of any Benchmark Cessation Changes (except as expressly provided in this AgreementSection 4.10), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations . In furtherance of the Credit Parties to foregoing, each of Borrower and Sponsor hereby (i) appoints the Agent Borrower (and the Lenders Borrower hereby accepts such appointment) as its agent, attorney-in-fact and Holders) includes the indebtedness, liabilities and obligations representative for purposes of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all delivery of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents any and all agreementsdocuments, instruments instruments, agreements and documents executed or other materials required to be delivered in connection with by any such party and for all other administrative purposes incidental to any of the foregoing shall each be deemed provisions of this clause (g) and Section 4.10 generally, and (ii) hereby authorizes the Borrower to take such actions, execute, acknowledge, and deliver, or cause to be amended executed, acknowledged and delivered, such further agreements, documents or instruments that are reasonably necessary or desirable to carry out the intent and purpose of this Section (g) and this Section 4.10 generally on its behalf. From time to time, the Borrower (both in its individual capacity and in its capacity as agent, agent, attorney-in-fact and representative of each other obligor under the Loan Documents pursuant to the extent necessary immediately preceding sentence) and Sponsor and any other obligor under the Loan Documents shall execute and deliver, or cause to give effect to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes implementing or effectuating the provisions of this Section 13.19. Each reference 4.10, or of renewing, continuing, reaffirming or ratifying the rights of the Administrative Agent, the Collateral Agent, the Lenders and the other Secured Parties with respect to the “Financing Agreement” Obligations or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this AgreementCollateral.
Appears in 1 contract
Reaffirmation. Anything Each of Medical Concepts Staffing, Inc., a Minnesota corporation ("MCS"), Analysts International Management Services, LLC, a Minnesota limited liability company ("AIMS"), Analysts International Business Solution Services, LLC, a Minnesota limited liability company ("AIBSS"), Analysts International Business Resource Services, LLC, a Minnesota limited liability company ("AIBRS") and Analysts International Strategic Sourcing Services, LLC, a Minnesota limited liability company ("AISSS"; AIMS, AIBSS, AIBRS and AISSS are collectively the "Staffing Subsidiaries" and each a "Staffing Subsidiary") hereby consents to Borrower's execution and delivery of this Amendment and agrees to be bound hereby. MCS hereby affirms that nothing contained herein to shall modify in any respect whatsoever its obligations under the contrary notwithstandingLoan Documents, this Agreement is not intended to and shall not serve to effect a novation including, without limitation, its guaranty of the “Obligations” (as defined in the Fourth Amended obligations of Borrower to Agent and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted Lenders pursuant to the Security Documents secure terms of that certain Guaranty, dated as of April 7, 2003 (the indebtedness"MCS Guaranty"), liabilities executed by MCS in favor of Agent and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except reaffirms that the grants of security interests, mortgages MCS Guaranty is and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue remain in full force and effect effect. Each Staffing Subsidiary hereby affirms that nothing contained herein shall modify in accordance with any respect whatsoever its terms unless otherwise amended obligations under the Loan Documents, including, without limitation, its guaranty of the obligations of Borrower to Agent and Lenders pursuant to the Guaranty, dated December 31, 2003, executed by the parties thereto, such Staffing Subsidiary in favor of Agent and the parties hereto hereby acknowledge, ratify, reaffirm Lenders and confirm the terms thereof as being reaffirms that such Guaranty is and shall continue to remain in full force and effect effect. Although MCS and unaltered by this Agreement)each Staffing Subsidiary has been informed of the matters set forth herein and has acknowledged and agreed to same, such Person understands that the term “Obligations” as used Agent and Lenders have no obligation to inform any such Person of such matters in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as future or to seek any such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement Person's acknowledgment or the Fourth Amended and Restated Financing Agreement) (agreement to future consents or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunderwaivers, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of nothing herein shall create such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementduty.
Appears in 1 contract
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Twelfth Amendment Effective Date and after giving effect to this Twelfth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the contrary notwithstanding, this Agreement is not intended 2022-B New Revolving Credit Commitments) shall be guaranteed pursuant to the Guarantee in accordance with the terms and provisions thereof and shall not serve be secured pursuant to effect a novation the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Twelfth Amendment, as of the “Obligations” Twelfth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto Twelfth Amendment Effective Date and after giving effect to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement this Twelfth Amendment and the Notestransactions contemplated hereby, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that all of the Liens and security interests granted pursuant created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the Security extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents secure (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the indebtednessCredit Agreement and each other Credit Document (as modified hereby) to which it is a party, liabilities in each case after giving effect to this Twelfth Amendment and obligations the transactions contemplated hereby, including its guarantee of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement Obligations and the Fourth Amended and Restated Financing Agreement, pledge of and/or grant of a security interest in its assets as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and Collateral pursuant to the Security Documents (including previous grants of security interestsas modified hereby) to which it is a party to secure such Obligations, mortgages and Liens under and pursuant to all as provided in the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreementmodified hereby), and acknowledges and agrees that, as of the Second Amended Twelfth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Twelfth Amendment and the incurrence of the 2022-B Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Twelfth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Twelfth Amendment shall not extinguish the obligations of the parties theretooutstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto hereby acknowledge, ratify, reaffirm to confirm that all of the respective obligations of each of the Borrower and confirm each other Credit Party under the terms thereof as being Security Documents to which it is a party shall continue in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementeffect.
Appears in 1 contract
Samples: Credit Agreement (Vistra Corp.)
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) each Loan Party hereby agrees that all Loans incurred by the Borrower (including, without limitation, the 2020 New Refinancing Term B Loans and the 2020 Converted Refinancing Term B Loans) shall be guaranteed pursuant to the contrary notwithstanding, this Agreement is not intended to Guaranty in accordance with the terms and provisions thereof and shall not serve be secured pursuant to effect a novation of the “Obligations” Collateral Documents (as defined amended hereby) in accordance with the terms and provisions thereof; (ii) each Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Fourth Amended and Restated Financing Agreement). InsteadAmendment, it is the express intention of the parties hereto after giving effect to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)this Fourth Amendment, the Second Amended Collateral Documents continue to be in full force and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms effect; (B) agrees that all of the Liens and security interests granted created and arising under each Collateral Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Fourth Amendment) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2020 New Refinancing Term B Loans and the 2020 Converted Refinancing Term B Loans), in each case after giving effect to this Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Collateral Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined amended hereby) to secure such Obligations, all as provided in the Second Amended and Restated Financing AgreementCollateral Documents (as amended hereby), the Second Amended and Restated Financing Agreementacknowledges and agrees that such obligations, the Third Amended liabilities, guarantee, pledge and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretorespect of, and to secure, such Obligations under the parties hereto hereby acknowledgeCredit Agreement and the other Loan Documents, ratify, reaffirm in each case after giving effect to this Fourth Amendment and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), (iii) each Guarantor agrees that the term “Obligations” as used nothing in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Credit Agreement, the Third Amended and Restated Financing Agreement or the this Fourth Amended and Restated Financing Agreement) (Amendment or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Loan Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references require the consent of such Guarantor to any future amendment to the corresponding sections, as applicable, of this Credit Agreement.
Appears in 1 contract
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof: (a) each Borrower in its capacity as such immediately after giving effect to this Amendment and transactions contemplated hereby (including the contrary notwithstandingrelease set forth in Section 2.6 above), this Agreement is not intended to hereby affirms and shall not serve to effect a novation confirms all of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created its Obligations under the Original Financing Existing Credit Agreement (as defined after giving effect to all repayments and terminations described in the Second Amended and Restated Financing AgreementSection 2.5 above), the Second Amended and Restated Financing Credit Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Loan Document (including including, without limitation, (ax) any Notes previously issued the USD Term A Loans, the USD Revolving Loans, the USD Swing Line Loans and outstanding prior other Obligations related to the date hereof USD Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement, and (by) the Transactions Documents Multicurrency Revolving Loans, the Multicurrency Swing Line Loans and other Obligations related to the Multicurrency Revolving Commitments, in each case solely to the extent applicable to such Borrower as such term is defined set forth herein and in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Credit Agreement), consents to the Second Amended modifications made to the Loan Documents pursuant to this Amendment, and Restated Financing Agreementagrees that, notwithstanding the Third Amended effectiveness of this Amendment and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be in full force and effect in accordance with the manner provided therein, (b) in the case of each Domestic Guarantor (as defined in the Guaranty) in its terms unless otherwise amended by capacity as such immediately after giving effect to this Amendment and the parties transactions contemplated hereby (including the release set forth in Section 2.6 above), such Domestic Guarantor hereby affirms and confirms all of its Guaranteed Obligations (after giving effect to all repayments and terminations described in Section 2.5 above) under and as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, after giving effect thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being that any Security Documents to which it is a party shall continue to be in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents manner provided therein and (including the Transactions Documents as such term is defined c) in the Original Financing Agreement case of each Foreign Guarantor (as defined in the Second Amended Guaranty) in its capacity as such immediately after giving effect to this Amendment and Restated Financing Agreementthe transactions contemplated hereby (including the release set forth in Section 2.6 above), the Second Amended such Foreign Guarantor hereby affirms and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that confirms all of such security interests, mortgages its Guaranteed Foreign Obligations (after giving effect to all repayments and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations terminations described in Section 2.5 above) under and as defined in this Agreementthe Guaranty, as hereafter amendedsubject to the terms, modifiedlimitations and conditions set forth therein, supplemented and/or restated from time to time. The Transaction in the Amended Credit Agreement and in the other Loan Documents and all agreements(including, instruments and documents executed or delivered in connection with any but not limited to, Section 12.22 of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Credit Agreement), consents to the Second Amended modifications made to the Loan Documents pursuant to this Amendment, and Restated Financing Agreementagrees that, notwithstanding the Third Amended effectiveness of this Amendment and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreementtransactions contemplated hereby, as applicableafter giving effect thereto, that any Security Documents to which it is a party shall be deemed continue to be cross-references to in full force and effect in the corresponding sectionsmanner provided therein, as applicablein the case of clauses (a), (b) and (c) of this paragraph, subject in all respects to Section 12.22 of the Amended Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (BALL Corp)
Reaffirmation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation Each of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention undersigned hereby acknowledges receipt of a copy of the parties hereto foregoing Consent and Amendment No. 1 to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing AgreementCredit Agreement dated as of December 14, 1998 by and among TOKHEIM CORPORATION, an Indiana corporation (the "Company"), GASBOY INTERNATIONAL, INC., a Pennsylvania corporation ("Gasboy"), the Second Amended financial institutions listed on the signature pages hereof (the "Lenders"), NBD BANK, N.A., in its individual capacity as a Lender and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations as contractual representative on behalf of the Credit Parties to Lenders (the "Administrative Agent"), CREDIT LYONNAIS, as Documentation and Collateral Agent, the Lenders and Holders under the NotesGLEACHER NATWEST INC. and BANKERS TRUST COMPANY, the Original Financing Agreement as Co-Syndication Agents (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") which Consent and Amendment No. 1 is dated as of January __, 1999 (the "Amendment"). Cross-references Capitalized terms used in this Reaffirmation and not defined herein shall have the meanings given to them in the Transaction Documents to particular section numbers Credit Agreement. Without in any way establishing a course of dealing by the Original Financing Administrative Agent or any Lender, each of the undersigned reaffirms the terms and conditions of the Subsidiary Guaranty and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement (as defined remains in the Second Amended full force and Restated Financing Agreement)effect and are hereby reaffirmed, the Second Amended ratified and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-confirmed. All references to the corresponding sectionsCredit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, as applicablemodified or restated. Dated: January __, 1999 TOKHEIM AUTOMATION CORPORATION ENVIROTRONIC SYSTEMS, INC. TOKHEIM INVESTMENT CORP. SUNBELT HOSE & PETROLEUM EQUIPMENT, INC. GASBOY INTERNATIONAL, INC. MANAGEMENT SOLUTIONS, INC. TOKHEIM EQUIPMENT CORPORATION TOKHEIM RPS, LLC By: Gasboy International, Inc. On behalf of this Agreement.each of the above-listed parties By: _______________________________ Name: Title:
Appears in 1 contract
Samples: Credit Agreement (Tokheim Corp)
Reaffirmation. Anything contained herein to the contrary notwithstandingSection 4.1. The Company, this Agreement is not intended to and shall not serve to effect a novation in its respective capacities under each of the “Obligations” Transaction Documents (as defined in the Fourth Amended and Restated Financing Agreement). Insteadeach case, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreementwhere applicable, as amended and restated or otherwise amended or modified as of the date hereof pursuant to the Notes and this AgreementAmendment or otherwise), respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents which it is a party (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (capacities of obligor, debtor, mortgagor, pledgor, guarantor, indemnitor and assignor, as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unalteredapplicable, and each other Transaction Document (including (a) similar capacity, if any, in which the Company has granted Liens on all or any Notes previously issued and outstanding prior part of the properties or assets of the Company, or otherwise acts as an accommodation party, guarantor, indemnitor or surety with respect to all or any part of the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing AgreementSecured Obligations), the Second Amended hereby (i) acknowledges and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm agrees that the terms thereof as being and provisions hereof shall not affect in any way any payment, performance, observance or other obligations or liabilities of the Company hereunder or under any of the other Transaction Documents, all of which obligations and liabilities shall remain in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer extend to the indebtednessProtective Advance Notes, liabilities further extensions of credit and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, other Secured Obligations incurred hereunder and under the NotesTransaction Documents, and each of which obligations and liabilities are hereby ratified, confirmed and reaffirmed in all respects, (ii) to the Original Financing Agreement (as defined in extent the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated Company has granted Liens on any of its properties or assets pursuant to the Notes Transaction Documents to secure the prompt and this Agreementcomplete payment, respectivelyperformance and/or observance of all or any part of the Secured Obligations (in each case, as the same further may be amendedapplicable), modifiedacknowledges, supplemented and/or restated from time to time ratifies, confirms and the parties hereto hereby acknowledgereaffirms such grant of Liens, ratify, reaffirm and confirm acknowledges and agrees that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Secured Obligations (including, in each case, all Protective Advance Notes), as applicable, under and as defined in this the Purchase Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to hereby (the “Financing Amended Purchase Agreement” or the “Notes” in any Transaction Document shall mean ”) and be a reference to this Agreement (iii) acknowledges and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-agrees that all references in the Transaction Documents to particular section numbers in the Original Financing “Purchase Agreement” shall refer to the Amended Purchase Agreement (and all references to “Secured Obligations”, “Note”, “Notes”, and all terms of similar or like meaning, import or intent shall be deemed to refer to “Secured Obligations”, “Note”, “Notes”, and all such other terms as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Purchase Agreement.
Appears in 1 contract
Reaffirmation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Credit Party grants liens or security INTERESTS IN ITS PROPERTY OR OTHERWISE ACTS AS AN ACCOMMODATION PARTY OR GUARANTOR, AS THE CASE MAY BE, (A) HEREBY RATIFIES AND REAFFIRMS ALL OF ITS PAYMENT AND PERFORMANCE OBLIGATIONS, CONTINGENT OR OTHERWISE, UNDER EACH OF THE CREDIT DOCUMENTS TO WHICH IT IS A PARTY (AFTER GIVING EFFECT HERETO) AND (B) TO THE EXTENT SUCH CREDIT PARTY GRANTED LIENS ON OR SECURITY INTERESTS IN ANY OF ITS PROPERTY PURSUANT TO ANY CREDIT DOCUMENT AS SECURITY FOR OR OTHERWISE GUARANTEED THE OBLIGATIONS UNDER OR WITH RESPECT TO THE CREDIT DOCUMENTS, HEREBY RATIFIES AND REAFFIRMS SUCH GUARANTEE AND GRANT OF SECURITY INTERESTS AND LIENS AND CONFIRMS AND AGREES THAT SUCH SECURITY INTERESTS AND LIENS HEREAFTER SECURE ALL OF THE OBLIGATIONS AS AMENDED HEREBY. EACH OF THE CREDIT PARTIES HEREBY CONSENTS TO THIS AMENDMENT and each of the Agent, transactions contemplated hereby and acknowledges that each of the Lenders and Holders under the Notes, the Original Financing Agreement Credit Documents (as defined in the Second Amended amended through and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (bhereof) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being remains in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended hereby ratified and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementreaffirmed.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Waitr Holdings Inc.)
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) the Borrower hereby agrees that all Loans incurred by the Borrower (including, without limitation, the 2017 New Replacement Term B-2 Loans and the 2017 Converted Replacement Term B-2 Loans incurred by the Borrower) and the Incremental Revolving Commitments shall be guaranteed pursuant to the contrary notwithstanding, this Guarantee and Collateral Agreement is not intended to in accordance with the terms and provisions thereof and shall not serve be secured pursuant to effect a novation the Security Documents in accordance with the terms and provisions thereof and (ii) each of the “Obligations” Borrower and the Subsidiary Guarantors party hereto hereby (as defined in A) agrees that, notwithstanding the Fourth Amended and Restated Financing Agreement). Insteadeffectiveness of this Third Amendment, it is the express intention of the parties hereto after giving effect to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)this Third Amendment, the Second Amended Security Documents continue to be in full force and Restated Financing Agreementeffect, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms (B) agrees that all of the Liens and security interests granted created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Third Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document (including the Incremental Revolving Commitments, the 2017 New Replacement Term B-2 Loans and the 2017 Converted Replacement Term B-2 Loans), in each case after giving effect to this Third Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure the indebtednesssuch Obligations, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (all as defined provided in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unalteredDocuments, and each other Transaction Document (including (a) any Notes previously issued acknowledges and outstanding prior to the date hereof agrees that such obligations, liabilities, guarantee, pledge and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretorespect of, and the parties hereto hereby acknowledgeto secure, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Obligations under the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunderother Loan Documents, and under the Notesin each case, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect provided in, and subject to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean limitations and be a reference to this Agreement and the Notes issued or reaffirmed hereunderqualifications set forth in, respectively such Loan Documents (as each may be further amended, restated, supplemented or otherwise modified from time to timeamended by this Third Amendment). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 1 contract
Reaffirmation. Anything contained herein to Upon the contrary notwithstandingeffectiveness of this Agreement, (i) the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement is not intended to and shall not serve to effect a novation (ii) all of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in the Existing Credit Agreement (including, without limitation, interest and fees accrued prior to the Effective Date, none of which shall be altered by the terms of this Agreement with respect to any period preceding the Effective Date) (collectively, the “Original Obligations”) shall continue to be in full force and effect, but shall be governed by, and become due and payable pursuant to, the terms and conditions set forth in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents Original Obligations, together with any and all agreementsadditional Obligations incurred by Borrower hereunder or under any of the other Loan Documents, instruments shall continue to be secured by all of the pledges and documents executed or delivered grants of security interests provided in connection with any the Existing Credit Agreement (and, from and after the Effective Date, shall also be secured by all of the foregoing shall each be deemed to be amended to pledges and grants of security interests provided in connection with this Agreement), all as more specifically set forth in the extent necessary to give effect to the provisions of this Section 13.19Collateral Documents. Each reference to Borrower and each Guarantor hereby reaffirms its obligations under the Existing Credit Agreement and each other “Loan Document”, as defined in the Existing Credit Agreement (collectively, the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference Original Loan Documents”) to this Agreement and the Notes issued or reaffirmed hereunderwhich it is party, respectively (as each may be further amended, restated, amended and restated, supplemented or otherwise modified from time by this Agreement and by the other Loan Documents delivered on the Effective Date and hereafter. Each Borrower further agrees that each Original Loan Document shall remain in full force and effect following the execution and delivery of this Agreement (except to time). Cross-the extent modified or replaced by this Agreement or any Loan Document delivered on the Closing Date) and that all references in to the Transaction Documents to particular section numbers “Credit Agreement” in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, Loan Documents shall be deemed to be cross-references refer to the corresponding sections, as applicable, of this Agreement.. This Agreement is not intended to constitute, and does not constitute, a novation of the Original Obligations or to evidence payment of all or any portion of such Original Obligations. 153
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Warrior Met Coal, Inc.)
Reaffirmation. Anything contained herein to the contrary notwithstandingBy executing and delivering a counterpart hereof, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Insteadi) Borrower hereby agrees that all Advances incurred by Borrower (including, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)without limitation, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and 2020 Additional Term Loan Advances) shall be secured by the Collateral. Each Credit Party acknowledgesCollateral pursuant to the applicable Loan Documents in accordance with the terms and provisions thereof and (ii) Borrower hereby (A) agrees that, ratifiesnotwithstanding the effectiveness of this Amendment, reaffirms after giving effect to this Amendment, the Loan Documents continue to be in full force and confirms effect, (B) agrees that all of the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities created and obligations of the Credit Parties to the Agent, the Lenders and Holders arising under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Loan Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue remain in full force and effect in accordance with its terms unless otherwise amended by the parties theretoon a continuous basis, and the parties hereto hereby acknowledge, ratify, reaffirm perfected status and confirm the terms thereof as being priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and unaltered by this Agreement)undischarged, that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtednesscollateral security for its obligations, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and indebtedness under the Notes, the Original Financing Loan Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean provided in, and be a reference to this Agreement and the Notes issued or reaffirmed hereundersubject TO THE LIMITATIONS AND QUALIFICATIONS SET FORTH IN, respectively SUCH LOAN DOCUMENTS (as each may be further amendedAS AMENDED BY THIS AMENDMENT) AND (C) AFFIRMS AND CONFIRMS ALL OF ITS OBLIGATIONS, restatedLIABILITIES AND INDEBTEDNESS UNDER THE LOAN AGREEMENT AND EACH OTHER LOAN DOCUMENT, supplemented or otherwise modified from time to timeIN EACH CASE AFTER GIVING EFFECT TO THIS AMENDMENT, INCLUDING THE PLEDGE OF AND/OR GRANT OF A SECURITY INTEREST IN ITS ASSETS AS COLLATERAL PURSUANT TO THE LOAN DOCUMENTS TO SECURE SUCH SECURED OBLIGATIONS, ALL AS PROVIDED IN THE LOAN DOCUMENTS, AND ACKNOWLEDGES AND AGREES THAT SUCH OBLIGATIONS, LIABILITIES, GUARANTEE, PLEDGE AND GRANT CONTINUE IN FULL FORCE AND EFFECT IN RESPECT OF, AND TO SECURE, SUCH SECURED OBLIGATIONS UNDER THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, IN EACH CASE, TO THE EXTENT PROVIDED IN, AND SUBJECT TO THE LIMITATIONS AND QUALIFICATIONS SET FORTH IN, SUCH LOAN DOCUMENTS (AS AMENDED BY THIS AMENDMENT). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.[Signature Page Follows]
Appears in 1 contract
Samples: Loan and Security Agreement (Aveo Pharmaceuticals, Inc.)
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) the Borrower and the Subsidiary Guarantors party hereto hereby agree that all Loans incurred by the Borrower and the Incremental Revolving Commitments shall be guaranteed pursuant to the contrary notwithstanding, this Guarantee and Collateral Agreement is not intended to in accordance with the terms and provisions thereof and shall not serve be secured pursuant to effect a novation the Security Documents in accordance with the terms and provisions thereof and (ii) each of the “Obligations” Borrower and the Subsidiary Guarantors party hereto hereby (as defined in A) agrees that, notwithstanding the Fourth Amended and Restated Financing Agreement). Insteadeffectiveness of this Fifth Amendment, it is the express intention of the parties hereto after giving effect to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)this Fifth Amendment, the Second Amended Security Documents continue to be in full force and Restated Financing Agreementeffect, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms (B) agrees that all of the Liens and security interests granted created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Fifth Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document (including the Incremental Revolving Commitments), in each case after giving effect to this Fifth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure the indebtednesssuch Obligations, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (all as defined provided in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unalteredDocuments, and each other Transaction Document (including (a) any Notes previously issued acknowledges and outstanding prior to the date hereof agrees that such obligations, liabilities, guarantee, pledge and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretorespect of, and the parties hereto hereby acknowledgeto secure, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Obligations under the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunderother Loan Documents, and under the Notesin each case, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect provided in, and subject to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean limitations and be a reference to this Agreement and the Notes issued or reaffirmed hereunderqualifications set forth in, respectively such Loan Documents (as each may be further amended, restated, supplemented or otherwise modified from time to timeamended by this Fifth Amendment). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 1 contract
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof: (a) each Borrower in its capacity as such immediately after giving effect to this Amendment and transactions contemplated hereby (including the contrary notwithstanding, this Agreement is not intended to release set forth in Section 2.6 above) hereby affirms and shall not serve to effect a novation confirms all of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created its Obligations under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Existing Credit Agreement, the Third Amended and Restated Financing Credit Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Loan Document (including including, without limitation, (ax) any Notes previously issued the USD Term A Loans, the USD Revolving Loans, the USD Swing Line Loans and outstanding prior other Obligations related to the date hereof USD Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement, and (by) the Transactions Documents Multicurrency Revolving Loans, the Multicurrency Swing Line Loans and other Obligations related to the Multicurrency Revolving Commitments, in each case solely to the extent applicable to such Borrower as such term is defined set forth herein and in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Credit Agreement), consents to the Second Amended modifications made to the Loan Documents pursuant to this Amendment, and Restated Financing Agreementagrees that, notwithstanding the Third Amended effectiveness of this Amendment and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be in full force and effect in accordance with its terms unless otherwise amended by the parties theretomanner provided therein, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used (b) in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement case of each Domestic Guarantor (as defined in the Second Amended Guaranty) in its capacity as such immediately after giving effect to this Amendment and Restated Financing Agreementthe transactions contemplated hereby (including the release set forth in Section 2.6 above), the Second Amended such Domestic Guarantor hereby affirms and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that confirms all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising its Guaranteed Obligations under and as defined in this Agreementthe Guaranty, as hereafter amendedsubject to the terms, modifiedlimitations and conditions set forth therein, supplemented and/or restated from time to time. The Transaction in the Amended Credit Agreement and in the other Loan Documents and all agreements(including, instruments and documents executed or delivered in connection with any but not limited to, Section 12.22 of the foregoing Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall each be deemed continue to be amended to the extent necessary to give in full force and effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers manner provided therein and (c) in the Original Financing Agreement case of each Foreign Guarantor (as defined in the Second Guaranty) in its capacity as such immediately after giving effect to this Amendment and the transactions contemplated hereby (including the release set forth in Section 2.6 above), such Foreign Guarantor hereby affirms and confirms all of its Guaranteed Foreign Obligations under and as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and Restated Financing in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Agreement), consents to the Second Amended modifications made to the Loan Documents pursuant to this Amendment, and Restated Financing Agreementagrees that, notwithstanding the Third Amended effectiveness of this Amendment and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreementtransactions contemplated hereby, as applicableafter giving effect thereto, that any Security Documents to which it is a party shall be deemed continue to be cross-references to in full force and effect in the corresponding sectionsmanner provided therein, as applicablein the case of clauses (a), (b) and (c) of this paragraph, subject in all respects to Section 12.22 of the Amended Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (BALL Corp)
Reaffirmation. Anything contained herein (A) Each of Holdings, the Borrower and the Subsidiary Guarantors (each, a “Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents to which it is a party and (b) agrees that (i) each Loan Document to which it is a party shall continue to be in full force and effect, (ii) all obligations and liabilities of the Borrower under the Original Credit Agreement, as amended pursuant to this Amendment No. 1 (including without limitation, all obligations and liabilities of the Company in respect of the Term B Loans), constitute “Guaranteed Obligations” under and as defined in each of the Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under the Original Credit Agreement, as amended pursuant to this Amendment No. 1 (including without limitation, all obligations and liabilities of such Credit Parties in respect of the Term B Loans or any guarantee thereof, as applicable) constitute “Secured Obligations” (under and as defined in the Fourth Amended Pledge Agreement and Restated Financing Agreement). Instead, it is are secured by and entitled to the express intention benefits of the parties hereto to reaffirm the indebtednessPledge Agreement, (iv) all obligations and liabilities created of Holdings under the Original Financing Holdings Guaranty and Pledge Agreement (including without limitation, all obligations and liabilities of Holdings in respect of its guarantee of the Term B Loans) constitute “Secured Obligations” under and as defined in the Second Amended Holdings Guaranty and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Pledge Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant entitled to the Security Documents secure the indebtedness, liabilities and obligations benefits of the Credit Parties to the AgentHoldings Guaranty and Pledge Agreement and (iv) all guarantees, the Lenders pledges, grants of Liens, covenants, agreements and Holders other commitments under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Loan Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being be in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer shall accrue to the indebtedness, liabilities and obligations benefit of the Credit Secured Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall not be deemed and construed to secure to impaired or discharged hereby or by the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementtransactions contemplated hereby.
Appears in 1 contract
Reaffirmation. Anything contained herein Each Reaffirming Subsidiary hereby acknowledges its receipt of a copy of the Restated Credit Agreement and its review of the terms and conditions thereof and consents to the contrary notwithstanding, this Agreement is not intended to terms and shall not serve to effect a novation conditions of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Credit Agreement and the Notes, which are evidenced by the Notes and secured by the Collateraltransactions contemplated thereby. Each Credit Reaffirming Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including hereby (a) any Notes previously issued affirms and outstanding prior confirms its guarantees, pledges, grants and other commitments under the Reaffirmed Documents to the date hereof and which it is a party, as applicable, (b) affirms and confirms its obligations to indemnify and other commitments and obligations under the Transactions Reaffirmed Documents to which it is a party, as such term is defined in applicable, and (c) agrees that, notwithstanding the Original Financing Agreement (as defined in effectiveness of the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Credit Agreement, (i) the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) Reaffirmed Documents to which it is a party shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being to be in full force and effect and unaltered by this Agreement)(ii) all guarantees, pledges, grants and other commitments thereunder shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Parties hereby confirms and agrees that the term “Obligations” as used (or, in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including case of the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)Swissco Pledge, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement“Swissco Obligations”) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations outstanding under and as defined in this Agreementthe Restated Credit Agreement shall constitute “Obligations” (or, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any the case of the foregoing shall Swissco Pledge, the “Swissco Obligations”) (or such words of similar import) under the respective Reaffirmed Documents to which it is a party and hereby agrees that, on and after the Effective Date, (A) each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Credit Agreement” or the “Notes” in any Transaction Loan Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-a reference to the Restated Credit Agreement and (B) each reference in any Loan Document (other than the Restated Credit Agreement or this Agreement) to Article IV, V, VI, VII, VIII, IX or X of the “Credit Agreement” shall be deemed to be a reference to Article III, IV, V, VI, VII, VIII or IX, respectively, of the Restated Credit Agreement, and references to Section numbers in such Articles of the corresponding sections“Credit Agreement”, as applicableand to Schedules identified by such Section numbers, will be deemed changed to correspond to the numbers of this Agreementthe Articles of the Restated Credit Agreement in which such Sections appear.
Appears in 1 contract
Samples: Reaffirmation Agreement (Graftech International LTD)
Reaffirmation. Anything contained herein (A) Each of Holdings, the Borrower and the Subsidiary Guarantors (each, a “Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents to which it is a party and (b) agrees that (i) each Loan Document to which it is a party shall continue to be in full force and effect, (ii) all obligations and liabilities of the Borrower under the Credit Agreement, as amended pursuant to this Incremental Amendment No. 1 (including without limitation, all obligations and liabilities of the Company in respect of the Term A-1 Loans), constitute “Guaranteed Obligations” under and as defined in each of the Amended and Restated Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation benefits of each of the Amended and Restated Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under the Credit Agreement, as amended pursuant to this Incremental Amendment No. 1 (including without limitation, all obligations and liabilities of such Credit Parties in respect of the Term A-1 Loans or any guarantee thereof, as applicable) constitute “Secured Obligations” (under and as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is Pledge Agreement and are secured by and entitled to the express intention benefits of the parties hereto to reaffirm the indebtednessAmended and Restated Pledge Agreement, (iv) all obligations and liabilities created of Holdings under the Original Financing Amended and Restated Holdings Guaranty and Pledge Agreement (including without limitation, all obligations and liabilities of Holdings in respect of its guarantee of the Term A-1 Loans) constitute “Secured Obligations” under and as defined in the Second Amended and Restated Financing Agreement), Holdings Guaranty and Pledge Agreement and are secured by and entitled to the Second benefits of the Amended and Restated Financing Agreement, the Third Amended Holdings Guaranty and Restated Financing Agreement, the Fourth Amended and Restated Financing Pledge Agreement and the Notes(iv) all guarantees, which are evidenced by the Notes pledges, grants of Liens, covenants, agreements and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders other commitments under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Loan Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being be in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer shall accrue to the indebtedness, liabilities and obligations benefit of the Credit Secured Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall not be deemed and construed to secure to impaired or discharged hereby or by the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementtransactions contemplated hereby.
Appears in 1 contract
Samples: Lamar Media Corp/De
Reaffirmation. Anything contained herein to Other than as expressly provided in the contrary notwithstandingSupplement, the execution and delivery of this Agreement is not intended to and the other Transaction Documents shall not operate as a waiver of any right, power or remedy of the Holder, constitute a waiver of any provision of the Existing 2028 Notes Indenture or any other Notes Documents (as currently in effect) or any other document executed in connection therewith or serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement)obligations thereunder. Instead, it is the express intention Each of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement Company and the NotesGuarantors, as issuer, debtor, grantor, xxxxxxx, mortgagor, guarantor or assignor, or in other any other similar capacity in which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and it grants liens or security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreementits property, as amended applicable, hereby (i) acknowledges and restated pursuant to the Notes and this Agreement, respectively (except agrees that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under it has reviewed this Agreement and the other Transaction Documents, (ii) ratifies and reaffirms all of its obligations, contingent or otherwise, under each of the Notes delivered or reaffirmed hereunderDocuments, and (iii) to the extent the Company or any Guarantor granted Liens on or security interests in any of its property pursuant to any such Notes Document as security for the Obligations under or with respect to the NotesNotes Documents, ratifies and reaffirms such grant of security interests and Liens as provided in the Original Financing Agreement Notes Documents and confirms and agrees that such security interests and Liens continue to secure all of the currently outstanding or future Obligations (as defined in amended by the Second Amended Supplement) on the terms and Restated Financing Agreement), conditions of the Second Amended and Restated Financing Agreement, Transactions Documents (for the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, avoidance of doubt as amended and restated pursuant to supplemented as of the Notes and date of this Agreement, respectively, Agreement (including as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined provided in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to timethe Supplement or any other Transaction Document)). The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any Each of the foregoing shall each be deemed to be amended to Company and the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference Guarantors hereby consents to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing acknowledges that this Agreement, the Third Amended Supplement, the New Notes, and Restated Financing Agreement each document or agreement executed and delivered pursuant to, or in connection with, the Fourth Amended execution and Restated Financing delivery hereof or thereof shall be a Notes Document and that the obligations of the Company and each Guarantor hereunder and under the other Transaction Documents constitute “Secured Obligations” under (and as defined in) the Security Agreement. Any reference in the Notes Documents to “hereunder,” “hereof,” “herein,” or words of like import referring to such agreement shall refer to such Notes Document as amended as of date hereof. For the avoidance of doubt, as applicablethe parties acknowledge and agree that, nothing contained herein or in the Supplement shall be deemed or construed as an agreement by the Holder to be cross-references to make any disbursement or additional loan on or after the corresponding sections, as applicable, of this Agreementdate hereof.
Appears in 1 contract
Samples: Exchange Agreement (Invitae Corp)
Reaffirmation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, Borrower and each other Transaction Document Obligor (including those that that become party hereto after the date hereof), in its respective capacity as a Borrower, debtor, obligor, grantor, pledgor, guarantor, assignor, or other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in or to its properties hereunder or under any other Loan Document, hereby acknowledges and agrees to be bound by the provisions of Section 2.17 (including, without limitation, the implementation from time to time of any Benchmark Replacement and any Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that in connection with and after giving effect to any Benchmark Cessation Changes: (a) its Obligations shall not in any Notes previously issued way be novated, discharged or otherwise impaired, and outstanding prior to the date hereof shall continue, be ratified and be affirmed and shall remain in full force in effect, (b) the Transactions Documents as such term is defined its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing or to its properties relating to this Agreement or the Fourth Amended any other Loan Document shall continue, be ratified and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretobe affirmed, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being shall remain in full force and effect and unaltered by this Agreementshall not be novated, discharged or otherwise impaired and (c) the Loan Documents and its obligations thereunder (contingent or otherwise) shall continue, be ratified and be affirmed and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired. In addition, each Obligor hereby fully waives any requirements to notify such Obligor of any Benchmark Cessation Changes (except as expressly provided in Section 2.17), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations . In furtherance of the Credit Parties to the Agent foregoing, each Obligor hereby (i) appoints Administrative Borrower and the Lenders Administrative Borrower hereby accepts such appointment as its agent, attorney-in-fact and Holders) includes the indebtedness, liabilities and obligations representative for purposes of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all delivery of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents any and all agreementsdocuments, instruments instruments, agreements and documents executed or other materials required to be delivered in connection with by any such party and for all other administrative purposes incidental to any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.199.25 and Section 2.17 and (ii) hereby authorizes Administrative Borrower to take such actions, execute, acknowledge, and deliver, or cause to be executed, acknowledged and delivered, such further agreements, documents or instruments that are reasonably necessary or desirable to carry out the intent and purpose of this Section 9.25 and Section 2.17 on its behalf. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from From time to time). Cross, Administrative Borrower (both in its individual capacity and in its capacity as agent, agent, attorney-references in in-fact and representative of each other Obligor pursuant to the Transaction Documents immediately preceding sentence) and the Obligors shall execute and deliver, or cause to particular section numbers in be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as Lender may reasonably request for the Original Financing Agreement (as defined in purposes of ACTIVE 65850631v14 implementing or effectuating the Second Amended and Restated Financing Agreement)provisions of Section 2.17, or of renewing, continuing, reaffirming or ratifying the Second Amended and Restated Financing Agreement, rights of Lender with respect to the Third Amended and Restated Financing Agreement Obligations or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.Collateral. ACTIVE 65850631v14
Appears in 1 contract
Samples: Credit Agreement (Alico, Inc.)
Reaffirmation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Original Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, Notes and the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, Notes and the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to US_142815097 the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.1913.18. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
Appears in 1 contract
Reaffirmation. Anything contained herein Each of the Loan Parties as debtor, grantor, mortgagor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party guarantees, pledges, grants a hypothec, or grants liens or other security interests in its property or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (a) consents to the contrary notwithstandingamendment and restatement of the 2013 Credit Agreement effected hereby and (b) (i) acknowledges, ratifies and confirms that all Obligations, including Obligations under the Other Principal Documents, constitute valid and existing “Obligations” under the Amended Credit Agreement, (ii) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto), which shall accordingly continue in full force and effect, and (iii) to the extent such Loan Party granted liens on or any other security interests in any of its property pursuant to any such Loan Document as security for or has otherwise guaranteed the Obligations, as applicable to such Loan Party, under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations and such guarantee guarantees all of the Obligations, as applicable to such Loan Party, as amended hereby. Each of the Loan Parties hereby consents to this Agreement and acknowledges that each of the Loan Documents remains in full force and effect and is not intended to hereby ratified and reaffirmed. The execution of this Agreement shall not operate as a waiver of any right, power or remedy of Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” (as defined contained in the Fourth Amended and Restated Financing Agreement). Insteadany Loan Documents shall include, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)without limitation, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents “Obligations” as such term is defined in the Original Financing Amended Credit Agreement and (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing AgreementB) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “related guarantees and grants of security contained in such Security Documents shall include and extend to such Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant applicable to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this AgreementLoan Party.
Appears in 1 contract
Samples: Amendment Agreement (Hexion Inc.)
Reaffirmation. Anything contained herein Each Credit Party acknowledges its receipt of a copy of this Amendment and confirms its review of the terms and conditions hereof and of the Amended Credit Agreement and consents to the contrary notwithstanding, terms and conditions of this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)Amendment, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Credit Agreement and the Notes, which are evidenced transactions contemplated hereby and by the Notes and secured by the CollateralAmended Credit Agreement. Each Credit Party acknowledges, ratifies, hereby (a) reaffirms and confirms that its guarantees (including, without limitation, the Guaranteed Obligations and the Secured Obligations in each case referred to and defined in the Guaranty and Security Agreement), pledges, grants of Liens and security interests granted pursuant interests, agreements and other undertakings under the Loan Documents, including, without limitation, in each case, such agreements and undertakings as in effect immediately after giving effect to this Amendment and the Security Documents secure transactions contemplated hereby and by the indebtednessAmended Credit Agreement, liabilities (b) acknowledges and obligations agrees that nothing in this Amendment, the Amended Credit Agreement, any other Loan Document or any other document or instrument executed, delivered or furnished in connection herewith or therewith shall constitute (or be deemed to constitute) a novation, discharge, reduction, compromise, release or termination of the Credit Parties Obligations or of such Guaranteed Obligations or Secured Obligations and (c) agrees that (i) each Loan Document to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement which it is a party or otherwise bound (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and by this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing AgreementAmendment) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue be in full force and effect effect, and each such Loan Document and its obligations thereunder are hereby ratified, confirmed and reaffirmed in accordance with its terms unless otherwise amended all respects, and (ii) all guarantees, pledges, grants of Liens and security interests, payment obligations, agreements and other obligations and undertakings by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being Credit Parties shall continue to be in full force and effect effect, shall be valid and unaltered enforceable and shall accrue to the benefit of the Secured Parties and shall not be affected, impaired, limited or discharged hereby or by the transactions contemplated in this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement Amendment or the Fourth Amended and Restated Financing Credit Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, Nothing herein shall be deemed to be cross-references entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the corresponding sectionsObligations, as applicablethe Guaranteed Obligations, the Secured Obligations or any of this Agreementthe terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances, and neither the Agent nor any other Secured Party has any obligation to inform any Guarantor of such matters in the future or to seek any Guarantor’s acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.
Appears in 1 contract
Reaffirmation. Anything contained herein By executing and delivering a copy hereof, (i) each Loan Party, Lyneer Management Holdings LLC and Xxxxxxx Xxxxxxx, as an individual, hereby (A) agrees that all Loans (including any Loans made on the Fifth Amendment Effective Date) shall be guaranteed pursuant to the contrary notwithstanding, this Agreement is not intended to Guarantee in accordance with the terms and provisions thereof and shall not serve be secured pursuant to the Security Instruments in accordance with the terms and provisions thereof, (ii) each Loan Party, Lyneer Management Holdings LLC and Xxxxxxx Xxxxxxx, as an individual, hereby (A) agrees that, after giving effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)this Fifth Amendment, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement Guarantee and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure Instruments for the indebtedness, liabilities and obligations benefit of the Credit Secured Parties continue to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being be in full force and effect and unaltered by (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this AgreementFifth Amendment, (iii) each Borrower acknowledges and confirms that is agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the Administrative Agent and Lenders, all Obligations (including, without limitation, all Obligations of all of the Borrowers and other Loan Parties), except Excluded Swap Obligations, and all agreements under the Loan Documents as contemplated pursuant to Section 2.15 of the Amended Credit Agreement and (iv) each Loan Party and SPP Credit Advisors LLC (“Term Loan Administrative Agent”) hereby agrees that the term “Obligations” as used in execution and delivery of this Fifth Amendment shall not affect the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including existence of the Transactions Documents as such term is defined in the Original Financing Agreement ABL Payment Default (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Intercreditor Agreement) (or any other term used therein to describe or refer referenced in that certain letter from the Administrative Agent to the indebtednessTerm Loan Administrative Agent dated as of July 21, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder2023, and under the Notes, the Original Financing Agreement that accordingly no Loan Party may make and no Term Loan Secured Party (as defined in the Second Amended and Restated Financing Intercreditor Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further ) may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined accept any payment described in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any clause (a) of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions definition of this Section 13.19. Each reference to the “Financing AgreementPermitted Term Loan Debt Payment” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references appearing in the Transaction Documents to particular section numbers in the Original Financing Intercreditor Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementwhile such ABL Payment Default is continuing.
Appears in 1 contract
Samples: Abl Credit Agreement and Forbearance Agreement (SeqLL, Inc.)
Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers and all Revolving Credit Exposure (including, without limitation, all Revolving Credit Exposure related to the contrary notwithstanding, this 2015 Extended Revolving Credit Commitments (as increased by the 2015 Revolving Commitment Increases)) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement is not intended to in accordance with the terms and provisions thereof and shall not serve be secured pursuant to the First-Lien Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Fifth Amendment, after giving effect a novation to this Fifth Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, its obligations and liabilities created under the Original Financing Credit Agreement and each other Loan Document (including, without limitation, all Revolving Credit Exposure related to the 2015 Extended Revolving Credit Commitments (as defined in increased by the Second Amended and Restated Financing Agreement2015 Revolving Commitment Increases)), in each case after giving effect to this Fifth Amendment, including its guarantee of the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement Obligations and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and pledge of and/or grant of a security interests granted interest in its assets as Collateral pursuant to the First-Lien Security Documents to secure the indebtednesssuch Obligations, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (all as defined provided in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the First-Lien Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unalteredDocuments, and each other Transaction Document (including (a) any Notes previously issued acknowledges and outstanding prior to the date hereof agrees that such obligations, liabilities, guarantee, pledge and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretorespect of, and to secure, such Obligations under the parties hereto Credit Agreement and the other Loan Documents, in each case after giving effect to this Fifth Amendment. Each of the Administrative Agent, each 2015 Extended Revolving Credit Lender, each 2015 Incremental Revolving Credit Lender and each Issuing Bank hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), acknowledges that the term “Obligations” as used reaffirmation contained in this Section 8 satisfies the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including requirement for a reaffirmation agreement with respect to the Transactions Security Documents as such term is defined in contemplated under clause (ii) of the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations second sentence of Section 2.25 of the Credit Parties Agreement, solely as such requirement relates to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the 2015 Revolving Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this AgreementFacility Refinancing.
Appears in 1 contract
Reaffirmation. Anything contained herein In connection with the consent described above, and the execution and effectiveness of the Amended and Restated Note, each of Xxxxxxx Intermediate Holdings LLC, a Delaware limited liability company (“Xxxxxxx Intermediate”), and Xxxxxxx Furniture Company 2.0, LLC, a Virginia limited liability company (“SFC 2.0” and together with Xxxxxxx Intermediate, the “Existing Guarantors”), as parties to certain Related Documents (including guaranties, pledge agreements, and security agreements) hereby expressly: (a) consents to the contrary notwithstandingexecution by the Borrower and the Lender of this Agreement, this Agreement is not intended to the Amended and shall not serve to effect a novation of Restated Note, and the other documents described in Section 5 below; (b) acknowledges that the “ObligationsLiability of Borrower” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention Guaranty) includes all of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under owing from time to time by the Original Financing Agreement (as defined in Borrower to the Second Amended and Restated Financing Agreement)Lender, including, but not limited to, the Second Amended obligations and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages Note and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)Note, each as modified, extended, and/or replaced from time to time; (c) acknowledges that it does not have any set-off, defense, or counterclaim to the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement payment or performance of any of the obligations of any party under the Note or the Fourth Amended Note or under the Guaranty and Restated Financing Agreementthe other Related Documents; (d) shall continue unalteredreaffirms, assumes, and each other Transaction Document (including (a) any Notes previously issued binds itself in all respects to all of the obligations, liabilities, duties, covenants, terms, and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined conditions that are contained in the Original Financing Agreement Guaranty and the other Related Documents; (as defined in e) agrees that all such obligations and liabilities under the Second Amended Guaranty and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) other Related Documents shall continue in full force and effect in accordance with its terms unless otherwise amended by that the parties theretoexecution and delivery of this Agreement to, and its acceptance by, the parties hereto hereby acknowledgeLender shall not in any manner whatsoever (i) impair or affect the liability of any Existing Guarantor to the Lender under the Guaranty or any other Related Document; (ii) prejudice, ratifywaive, reaffirm or be construed to impair, affect, prejudice, or waive the rights and confirm remedies of the terms thereof as being Lender at law, in full force equity or by statute, against any Existing Guarantor pursuant to the Guaranty or any other Related Document; and/or (iii) release or discharge, nor be construed to release or discharge, any of the obligations and effect liabilities owing to the Lender by any Existing Guarantor under the Guaranty or any other Related Document; and unaltered (f) represents and warrants that each of the representations and warranties made by this Agreement), that any Existing Guarantor in any of the term “Obligations” as used documents executed in connection with the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including Note and the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended Note remains true and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations correct as of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementdate hereof.
Appears in 1 contract
Samples: Consent, Reaffirmation, and Joinder (HG Holdings, Inc.)
Reaffirmation. Anything contained herein (A) Each of Holdings, the Borrower and the Subsidiary Guarantors (each, a “Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents to which it is a party and (b) agrees that (i) each Loan Document to which it is a party shall continue to be in full force and effect, (ii) all obligations and liabilities of the Borrower under the Original Credit Agreement, as amended pursuant to this Amendment No. 1 (including without limitation, all obligations and liabilities of the Company in respect of the Term A Loans), constitute “Guaranteed Obligations” under and as defined in each of the Amended and Restated Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation benefits of each of the Amended and Restated Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under the Original Credit Agreement, as amended pursuant to this Amendment No. 1 (including without limitation, all obligations and liabilities of such Credit Parties in respect of the Term A Loans or any guarantee thereof, as applicable) constitute “Secured Obligations” (under and as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is Pledge Agreement and are secured by and entitled to the express intention benefits of the parties hereto to reaffirm the indebtednessAmended and Restated Pledge Agreement, (iv) all obligations and liabilities created of Holdings under the Original Financing Amended and Restated Holdings Guaranty and Pledge Agreement (including without limitation, all obligations and liabilities of Holdings in respect of its guarantee of the Term A Loans) constitute “Secured Obligations” under and as defined in the Second Amended and Restated Financing Agreement), Holdings Guaranty and Pledge Agreement and are secured by and entitled to the Second benefits of the Amended and Restated Financing Agreement, the Third Amended Holdings Guaranty and Restated Financing Agreement, the Fourth Amended and Restated Financing Pledge Agreement and the Notes(iv) all guarantees, which are evidenced by the Notes pledges, grants of Liens, covenants, agreements and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders other commitments under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Loan Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being be in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer shall accrue to the indebtedness, liabilities and obligations benefit of the Credit Secured Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall not be deemed and construed to secure to impaired or discharged hereby or by the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementtransactions contemplated hereby.
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Reaffirmation. Anything contained herein (a) Each of the Loan Parties as debtor, grantor, mortgagor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party guarantees, pledges, grants a hypothec, or grants liens or other security interests in its property or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (a) consents to the contrary notwithstandingamendment and restatement of the Existing Credit Agreement effected hereby, including the extension of maturity and increase in principal amount of the Increased and Extended Revolving Facility Commitments, and (b) (i) acknowledges, ratifies and confirms that all Obligations under the Existing Credit Agreement constitute valid and existing “Obligations” under the Amended Credit Agreement, (ii) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto), which shall accordingly continue in full force and effect, and (iii) to the extent such Loan Party granted liens on or any other security interests in any of its property pursuant to any such Loan Document as security for or has otherwise guaranteed the Obligations, as applicable to such Loan Party, under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations and such guarantee guarantees all of the Obligations, as applicable to such Loan Party, as amended hereby. Each of the Loan Parties hereby consents to this Agreement and acknowledges that each of the Loan Documents remains in full force and effect and is not intended to hereby ratified and reaffirmed. The execution of this Agreement shall not operate as a waiver of any right, power or remedy of Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” (as defined contained in the Fourth Amended and Restated Financing Agreement). Insteadany Loan Documents shall include, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)without limitation, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents “Obligations” as such term is defined in the Original Financing Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Security Documents shall include and extend to such Obligations, as defined in the Second Amended and Restated Financing Agreement)applicable to such Loan Party. Furthermore, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by each of the parties thereto, to any Security Documents to which Foreign Loan Parties organized under the laws of The Netherlands are party (the “Dutch Security Documents”) hereby confirms that at the time of the entering into such security document it was its intention (and the parties hereto hereby acknowledge, ratify, reaffirm it still is its intention and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), agreement) that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated security rights created pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that Dutch Security Documents secure all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Credit Agreement.
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Samples: Credit Agreement (Momentive Performance Materials Inc.)
Reaffirmation. Anything contained herein Holdings, the Borrower and each other Guarantor party hereto (each, a “Reaffirming Party” and collectively, the “Reaffirming Parties”) hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions thereof and consents to the contrary notwithstandingterms and conditions of this Amendment and the transactions contemplated hereby, including the extension of credit to the Borrower in the form of Additional Term B-1 Commitments, Incremental Term B-1 Commitments and Term B-1 Loans (including, for the avoidance of doubt, the Incremental Term B-1 Loans). Each Reaffirming Party hereby (a) affirms and confirms the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Agreement is not intended to Amendment and shall not serve to effect a novation the transactions contemplated hereby, (b) affirms and confirms its guarantee of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted Secured Obligations pursuant to the Security Documents Guarantee Agreement, (c) affirms and confirms its prior pledges and grants of Liens on the Collateral to secure the indebtedness, liabilities Secured Obligations and obligations of the Credit Parties to the Agent, the Lenders and Holders other commitments under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents to which it is a party and (including previous grants of security interests, mortgages d) agrees that (i) the Guarantee Agreement and Liens under and pursuant each Security Document to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) which it is a party shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue be in full force and effect, after giving effect in accordance with its terms unless otherwise amended by the parties theretoto this Amendment and (ii) all guarantees, Liens, pledges, grants and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being other commitments thereunder shall continue to be in full force and effect and unaltered by shall secure the Secured Obligations (after giving effect to this Agreement)Amendment including, that without limitation, the term “Obligations” as used extension of credit to the Borrower in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTform of Additional Term B-1 Commitments, MARKED BY BRACKETSIncremental Term B-1 Commitments and Term B-1 Loans (including, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including for the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)avoidance of doubt, the Second Amended Incremental Term B-1 Loans)) and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer shall accrue to the indebtedness, liabilities and obligations benefit of the Credit Parties to the Collateral Agent and the Lenders and Holders) includes the indebtednessother Secured Parties, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notesincluding without limitation, the Original Financing Agreement Term B-1 Lenders (as defined in including, for the Second Amended and Restated Financing Agreement)avoidance of doubt, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to timeIncremental Term B-1 Lenders). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
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Reaffirmation. Anything contained herein Each of the Loan Parties hereby consents to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations amendment of the Credit Parties to the AgentAgreement described in Section 1 of this Amendment and hereby confirms its prior respective guarantees, the Lenders and Holders under the Notespledges, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages subordinations and Liens other obligations, as applicable, under and pursuant subject to the Security terms of each of the Loan Documents (including previous to which it is party, and confirms, agrees and acknowledges that this Amendment shall not constitute a novation of the Credit Agreement or any of the other Loan Document and, notwithstanding the consummation of this Amendment, such guarantees, pledges, grants of security interests, mortgages subordinations and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretoobligations, and the parties hereto hereby acknowledgeterms of each of the Loan Documents to which it is a party, ratifyexcept as expressly modified by this Amendment, reaffirm are not affected or impaired in any manner whatsoever and confirm the terms thereof as being shall continue to be in full force and effect and unaltered by shall also guarantee and secure all obligations as amended and reaffirmed pursuant to the Credit Agreement and this Agreement)Amendment (including, that for the term avoidance of doubt, the Term B-6 Loans and all other “Secured Obligations” under and as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Amended Credit Agreement). Each of the Loan Parties hereby confirms in respect of the Loan Documents governed by Dutch law at the time of the entering into such Loan Documents, it was their intention (and it is still their intention and agreement) that (i) any security right created under such Loan Document was intended to extend to the amount of the Secured Obligations (as defined in such Loan Document) from time to time notwithstanding any amendment, variation, increase, extension, addition of other event, including the amendments referred to in this Amendment, and (ii) any amount owed by the Loan Parties under the Credit Agreement as amended by and in accordance with the terms of this Amendment (including, for the avoidance of doubt, the Term B-6 Loans and all other “Secured Obligations” under and as defined in the Amended Credit Agreement) are part of the definition of the "Secured Obligations" (as defined in the Second Amended and Restated Financing AgreementLoan Documents governed by Dutch law), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations a "Parallel Debt" as defined in Section 10.10 of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement "Corresponding Obligations" (as defined in the Second Amended and Restated Financing Credit Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any Each of the foregoing shall each be deemed to be amended to Loan Parties confirms, acknowledges and agrees that the extent necessary to give effect to Specified Refinancing Lender providing the provisions of this Section 13.19. Each reference to Term B-6 Loans is a “Lender” and “Secured Party” for all purposes under the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this AgreementLoan Documents.
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Reaffirmation. Anything contained herein By executing and delivering a counterpart hereof, (i) the Borrower hereby agrees that all Loans incurred by the Borrower (including, without limitation, the 2016 New Replacement Term Loans, the 2016 Converted Replacement Term Loans and the 2016 Incremental Term Loans incurred by the Borrower) shall be guaranteed pursuant to the contrary notwithstanding, this Guarantee and Collateral Agreement is not intended to in accordance with the terms and provisions thereof and shall not serve be secured pursuant to effect a novation the Security Documents in accordance with the terms and provisions thereof and (ii) each of the “Obligations” Borrower and the Subsidiary Guarantors party hereto hereby (as defined in A) agrees that, notwithstanding the Fourth Amended and Restated Financing Agreement). Insteadeffectiveness of this First Amendment, it is the express intention of the parties hereto after giving effect to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)this First Amendment, the Second Amended Security Documents continue to be in full force and Restated Financing Agreementeffect, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms (B) agrees that all of the Liens and security interests granted created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this First Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document (including the 2016 New Replacement Term Loans, the 2016 Converted Replacement Term Loans and the 2016 Incremental Term Loans), in each case after giving effect to this First Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure the indebtednesssuch Obligations, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (all as defined provided in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unalteredDocuments, and each other Transaction Document (including (a) any Notes previously issued acknowledges and outstanding prior to the date hereof agrees that such obligations, liabilities, guarantee, pledge and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall grant continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretorespect of, and the parties hereto hereby acknowledgeto secure, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Obligations under the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunderother Loan Documents, and under the Notesin each case, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect provided in, and subject to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean limitations and be a reference to this Agreement and the Notes issued or reaffirmed hereunderqualifications set forth in, respectively such Loan Documents (as each may be further amended, restated, supplemented or otherwise modified from time to timeamended by this First Amendment). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.
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Reaffirmation. Anything contained herein Each of the Loan Parties as debtor, grantor, pledgor or guarantor or in other any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the contrary notwithstandingextent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby, in each case, including, without limitation, all additional obligations, indebtedness and liabilities resulting from this Agreement Second Amendment and as if each reference in such Loan Documents to the obligations, indebtedness and liabilities secured thereby are construed hereafter to mean and refer to such obligations, indebtedness and liabilities under the Loan Agreement, as amended or modified by the First Waiver and this Second Amendment, and the other Loan Documents. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect (as amended hereby) and is not intended to hereby ratified and reaffirmed. The execution of this Second Amendment shall not operate as a waiver of any right, power or remedy of the Agents or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, Obligations or other obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Loan Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the Loan Documents. [****Remainder of Page Intentionally Left Blank – Signature Pages Follow] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.#5158897.2 4
Appears in 1 contract
Samples: Credit Agreement
Reaffirmation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledgesexpressly acknowledges that it has reviewed the terms of this Amendment, ratifies, reaffirms and confirms that consents to the Liens and security interests granted amendments to the Credit Agreement effected pursuant to the Security Documents secure the indebtedness, liabilities this Amendment and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreementreaffirms, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) on the Transactions Documents as such term Amendment No. 3 Effective Date, that its guarantee of the Obligations under the Credit Agreement and its grant of Liens on the Collateral to secure the Obligations pursuant to each Collateral Document to which it is defined a party, in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)each case, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being continues in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer extends to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this the Credit Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Credit Document applicable to that Credit Party. Neither the Notes delivered execution, delivery, performance or reaffirmed hereundereffectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Credit Document, and under such Liens continue unimpaired with the Notessame priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)perfection of such Liens. TERRAFORM POWER, the Second Amended and Restated Financing AgreementLLC TERRAFORM POWER OPERATING, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing AgreementLLC SUNEDISON CANADA YIELDCO MASTER HOLDCO, LLC SUNEDISON YIELDCO ACQ1 MASTER HOLDCO, LLC SUNEDISON YIELDCO ACQ2 MASTER HOLDCO, LLC SUNEDISON YIELDCO ACQ3 MASTER HOLDCO, LLC SUNEDISON YIELDCO ACQ4 MASTER HOLDCO, LLC SUNEDISON YIELDCO ACQ6 MASTER HOLDCO, LLC SUNEDISON YIELDCO ACQ7 MASTER HOLDCO, LLC SUNEDISON YIELDCO ACQ8 MASTER HOLDCO, LLC SUNEDISON YIELDCO ACQ9 MASTER HOLDCO, LLC SUNEDISON YIELDCO ACQ10, LLC SUNEDISON YIELDCO CHILE MASTER HOLDCO, LLC SUNEDISON YIELDCO DG MASTER HOLDCO, LLC SUNEDISON YIELDCO DGS MASTER HOLDCO, LLC SUNEDISON YIELDCO DG-VIII MASTER HOLDCO, LLC SUNEDISON YIELDCO ENFINITY MASTER HOLDCO, LLC SUNEDISON XXXXXX MASTER HOLDCO, LLC SUNEDISON YIELDCO REGULUS MASTER HOLDCO, LLC SUNEDISON YIELDCO UK HOLDCO 3 MASTER HOLDCO, LLC SUNEDISON YIELDCO UK HOLDCO 4 MASTER HOLDCO, LLC TERRAFORM CD ACQ MASTER HOLDCO, LLC TERRAFORM FIRST WIND ACQ MASTER HOLDCO, LLC TERRAFORM LPT ACQ MASTER HOLDCO, LLC TERRAFORM POWER IVS I MASTER HOLDCO, LLC TERRAFORM REC ACQ MASTER HOLDCO, LLC TERRAFORM SOLAR MASTER HOLDCO, LLC TERRAFORM SOLAR XVII ACQ MASTER HOLDCO, LLC TERRAFORM THOR ACQ MASTER HOLDCO, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Representative HSBC BANK USA, NATIONAL ASSOCIATION, as amended Administrative Agent and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.Collateral Agent By: /s/ Xxxxxx XxXxxxxxxx Name: Xxxxxx XxXxxxxxxx Title: AVP EXHIBIT A
Appears in 1 contract
Samples: Credit and Guaranty Agreement (TerraForm Power, Inc.)
Reaffirmation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifiesBorrower confirms, reaffirms and confirms ratifies its obligations contained in the Credit Agreement and any other agreement or document relating to the Obligations. Borrower, on its own behalf and on behalf of each of its affiliates, warrants and represents to Agent and the Lenders that the Liens Obligations and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities any and all other obligations of Borrower or any affiliate of Borrower to Agent and the Credit Parties to Lenders, any affiliate of Agent and the AgentLenders, or any predecessors in interest of Agent and the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or any affiliate of Agent and the Fourth Amended and Restated Financing AgreementLenders, as amended and restated pursuant are not subject to any credits, charges, claims, counterclaims, defenses, or rights of offset or deduction of any kind or character whatsoever. Each of the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including Guarantors hereby (a) any Notes previously issued and outstanding prior consents to the date hereof and transactions contemplated by this Amendment, (b) promises and agrees to perform all of the Transactions Documents as requirements, conditions, agreements and obligations under the terms of the Guaranty, said Guaranty being hereby ratified and affirmed, and (c) acknowledges and agrees that (i) the guarantees made by such term is defined party contained in the Original Financing Agreement (as defined in the Second Amended Guaranty are, and Restated Financing Agreement)shall remain, the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by after giving effect to this Amendment and the parties theretoamendments to the Credit Agreement contained herein, and (ii) the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated each Guarantor pursuant to the Notes and this AgreementGuaranty are not subject to any reduction, respectivelylimitation, as the same further may be amendedimpairment or termination for any reason, modifiedincluding any claim of waiver, supplemented and/or restated from time to time and the parties hereto hereby acknowledgerelease, ratifysurrender, reaffirm and confirm that all alteration or compromise of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing Obligations guaranteed thereunder, and shall each not be deemed subject to be amended to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the extent necessary to give effect to invalidity, illegality or unenforceability of the provisions of this Section 13.19. Each reference to the “Financing Agreement” Obligations guaranteed thereunder or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreementotherwise.
Appears in 1 contract
Samples: Credit Agreement (Wells Core Office Income Reit Inc)
Reaffirmation. Anything contained herein In connection with the execution and delivery of the Amendment Agreement by the Borrowers and the Lenders signatory thereto and the amendment and restatement of the Existing Credit Agreement effected thereby, each Pledgor in its capacity as a “Guarantor” under the Existing Credit Agreement or as a “Pledgor” under the Security Agreement and/or as a party to any other Existing Security Document, as the case may be, acknowledges and, to the contrary notwithstandingextent required, this consents to the Amendment Agreement is not intended to and shall not serve to effect a novation the amendment and restatement of the “Obligations” (Existing Credit Agreement effected thereby and agrees to be bound to all of the terms, covenants, conditions and obligations set forth in the Restated Credit Agreement to the same extent that it would have been bound if it had been a direct signatory to the Amendment Agreement. Each Pledgor that is a Guarantor under and as defined in the Fourth Amended Existing Credit Agreement ratifies and Restated Financing reaffirms all of its guarantee obligations under Article VII of the Existing Credit Agreement), as amended by the Amendment Agreement. InsteadEach Pledgor ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each Existing Security Document to which it is a party as deemed amended pursuant to Section 2 of this Omnibus Reaffirmation Agreement. To the express intention extent such Pledgor granted liens on or security interests in any of its properties pursuant to any such Existing Security Documents as security for the parties hereto to reaffirm Obligations and/or the indebtednessGuaranteed Obligations, obligations and liabilities created under as the Original Financing Agreement case may be, (each as defined in the Second Amended and Restated Financing Existing Credit Agreement), ) under or with respect to the Second Amended and Restated Financing Existing Credit Agreement, the Third Amended each hereby ratifies and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms such grant of security and confirms and agrees that the Liens such liens and security interests granted pursuant to the Security Documents hereafter secure the indebtedness, liabilities and obligations all of the Credit Parties to Obligations and/or the AgentGuaranteed Obligations, as the Lenders case may be, under and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended Restated Credit Agreement. In each case each reference in such Existing Security Documents to the obligations secured thereby shall be construed to hereafter mean and refer to the Obligations and/or the Guaranteed Obligations, as the case may be, under the Restated Financing Credit Agreement), . Each Pledgor hereto acknowledges receipt of a copy of the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Credit Agreement and acknowledges that each of the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Existing Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as which such term Pledgor is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being a party remains in full force and effect and unaltered by as hereby modified, ratified and confirmed. The execution of this Agreement)Omnibus Reaffirmation Agreement shall not operate as a waiver of any right, that power or remedy of the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement)Administrative Agents, the Second Amended and Restated Financing Collateral Agents or any Lender, nor constitute a waiver of any provision of any of the Existing Security Documents nor constitute a novation of any of the Obligations or Guaranteed Obligations under the Existing Credit Agreement, the Third Amended and Restated Financing Credit Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, Existing Security Documents as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions Section 2 of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Omnibus Reaffirmation Agreement.
Appears in 1 contract
Reaffirmation. Anything contained herein The Borrower and the Performance Guarantor, in its respective capacity as the Borrower, the Performance Guarantor, debtor, obligor, grantor, pledgor, assignor, or other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in or to its properties hereunder or under any other Transaction Document, hereby acknowledges and agrees to be bound by the provisions of Section 4.5 of the Agreement (including, without limitation, the implementation from time to time of any Benchmark Replacement and any Conforming Changes in accordance therewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations theretofore provided) hereby acknowledges and agrees that in connection with and after giving effect to any Conforming Changes: (i) its Obligations or Guaranteed Obligations, as applicable, shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its properties relating to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each any other Transaction Document (including (a) any Notes previously issued shall continue, be ratified and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties theretobe affirmed, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being shall remain in full force and effect and unaltered by this Agreement)shall not be novated, that discharged or otherwise impaired and (iii) the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreementsits obligations thereunder (contingent or otherwise) shall continue, instruments be ratified and documents executed be affirmed and shall remain in full force and effect and shall not be novated, discharged or delivered in connection with otherwise impaired. In addition, the Borrower and the Performance Guarantor hereby fully waive any of requirements to notify the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” Borrower or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sectionsPerformance Guarantor, as applicable, of this any Conforming Changes (except as expressly provided in Section 4.5 of the Agreement). From time to time, the Borrower and the Performance Guarantor shall execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of Section 4.5 of the Agreement, or of renewing, continuing, reaffirming or ratifying the rights of the Administrative Agent, and the other Secured Parties with respect to the Borrower’s or the Performance Guarantor’s obligations or the Collateral.
Appears in 1 contract
Reaffirmation. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Fourth Amended and Restated Original Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement, the Fourth Amended and Restated Financing Agreement and the US Term Notes, which are evidenced by the US Term Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms acknowledges and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, US Term Notes and the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), and that the term “Obligations” as used in the [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, US Term Notes and the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Fourth Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement or the Fourth Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
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