Post-First Lien First Out Credit Agreement Third Amendment Fall-Away Sample Clauses

Post-First Lien First Out Credit Agreement Third Amendment Fall-Away. Upon the delivery by the Borrower to the Administrative Agent of written notice, which notice shall include a certification of an Authorized Officer of the Borrower that the Borrower is in compliance with the requirements of Section 11.11 of the First Lien First Out Credit Agreement as such Section existed immediately prior to the First Lien First Out Third Amendment Effective Date, that the Fall-Away, as defined in the First Lien First Out Credit Agreement, has occurred, the relevant provisions of the Credit Agreement and the Credit Documents shall be deemed modified to conform to the corresponding changes to the provisions of the First Lien First Out Credit Agreement and the First Lien First Out Credit Documents as a result of such Fall-Away. Reference is made to (i) the Pari Passu Intercreditor Agreement, dated as of the August 15, 2016 between JPMORGAN CHASE BANK, N.A., as First Lien First Out Agent (as defined therein), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as First Lien Second-Out Agent (as defined therein) and acknowledged and agreed by California Resources Corporation and certain of its subsidiaries (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “First Lien Intercreditor Agreement”) and (ii) the First Out Collateral Agency Agreement. Each holder of Obligations, by its acceptance of such Obligations (i) agrees that it will be bound by, and will take no actions contrary to, the provisions of the First Lien Intercreditor Agreement or the First Out Collateral Agency Agreement and (ii) authorizes and instructs the Administrative Agent on behalf of each 2017 Secured Party to enter into the First Lien Intercreditor Agreement as a First-Out Agent and the First Out Collateral Agency Agreement as New Senior Administrative Agent, in each case on behalf of such 2017 Secured Party. The foregoing provisions are intended as an inducement to the lenders under the First Lien First-Out Credit Agreement (as defined therein) to extend credit to the Borrower and such lenders are intended third party beneficiaries of such provisions and the provisions of the First Lien Intercreditor Agreement and the First Out Collateral Agency Agreement.
Sample 1
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Related to Post-First Lien First Out Credit Agreement Third Amendment Fall-Away

  • Credit Agreement Amendment The Credit Agreement is hereby amended as follows:

  • Credit Agreement Amendments The Credit Agreement is hereby amended as follows:

  • THIRD AMENDED AND RESTATED CREDIT AGREEMENT This Agreement duly executed and delivered by the Borrower, the Administrative Agent, the Co-Syndication Agents, the L/C Issuer, each of the other Lenders and by each of the other parties listed on the signature pages hereof (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of a facsimile or other written confirmation from such party of execution of a counterpart of this Agreement by such party).

  • Amendment to Existing Credit Agreement Subject to the occurrence of the Second Amendment Effective Date (as hereinafter defined), the Existing Credit Agreement is amended in accordance with this Article II.

  • Amendment to Credit Agreement The Credit Agreement is hereby amended as follows:

  • Term Loan Agreement An Event of Default (as defined in the Term Loan Agreement) shall occur.

  • Amendment to Loan Agreement Subject to satisfaction of the conditions precedent set forth in Section 3 below, the Loan Agreement is hereby amended as follows:

  • Amendment of Credit Agreement The Credit Agreement is hereby amended as follows:

  • Existing Credit Agreement The Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated and all amounts thereunder (other than contingent indemnification obligations for which no claim has been made) shall have been paid in full and (ii) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith.

  • Amended and Restated Credit Agreement (a) This Agreement shall amend and restate the Existing Credit Agreement in its entirety. Without limiting the generality of the foregoing, (a) the Existing Credit Agreement is merged and incorporated into this Agreement and (b) this Agreement shall supersede and control any inconsistent provision in the Existing Credit Agreement. All references in the Loan Documents (including the Existing Loan Documents) to the Existing Credit Agreement are hereby modified and shall now be deemed to refer to this Agreement. All references in the Loan Documents (including the Existing Loan Documents) to the Obligations, the Notes, the Loan Documents and other terms defined herein are hereby modified and shall now be deemed to refer to such terms and items as defined or described in this Agreement. The Guaranty shall guarantee the Notes and the Guaranteed Obligations as defined and described in this Agreement. Without limiting the foregoing and in confirmation of the Liens intended to be granted pursuant to the Loan Documents (including any Existing Loan Documents), each Loan Party grants, conveys, and assigns to the Administrative Agent, as agent for the Lenders, a lien against and security interest in all collateral (if any) described in such Loan Documents as security for the Guaranteed Obligations. Except as modified hereby or by any other Loan Document (whether dated as of or prior to the Agreement Date) which expressly modifies any of the Existing Loan Documents, all of the terms and provisions of the Existing Loan Documents (including schedules and exhibits thereto), and the indebtedness, duties and obligations thereunder, are ratified and affirmed in all respects and shall remain in full force and effect. This Agreement shall not, however, constitute a novation of the Loan Parties’ indebtedness, duties and obligations under or with respect to the Existing Loan Documents, the Existing Loans thereunder or the Existing Letters of Credit issued thereunder.

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