PRELIMINARY STATEMENTS Sample Clauses

PRELIMINARY STATEMENTS. The Grantor has granted the Secured Party a security interest (the "Security Interest") in account no. _______________ maintained by the Securities Intermediary for the Grantor (the "Account").

PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28, 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Agreement”), among the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. The Borrower has acquired, and will acquire from time to time, Receivables from the Originator(s) pursuant to the Purchase and Sale Agreement. The Borrower has requested that the Lenders make Loans from time to time to the Borrower, on the terms, and subject to the conditions set forth herein, secured by, among other things, the Receivables. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PRELIMINARY STATEMENTS. The Borrower, the Guarantors, the Lenders and the Administrative Agent entered into a certain Amended and Restated Credit Agreement dated as of June 21, 2010, as amended (the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

PRELIMINARY STATEMENTS. The Bank, as successor in interest to State Street Bank and Trust Company ("State Street"), and the Borrowers are parties to an Amended and Restated Credit Agreement dated as of October 1, 1997 (such Credit Agreement as amended prior to the date hereof by a First Amendment to Credit Agreement dated as of December 19, 1997, a Second Amendment to Credit Agreement dated as of December 29, 1997, a Third Amendment to Credit Agreement dated as of July 2, 1998, a Fourth Amendment to Credit Agreement dated as of August 7, 1998, a Fifth Amendment to Credit Agreement dated as of September 30, 1998, a Forbearance Agreement and Sixth Amendment to Credit Agreement dated as of February 24, 1999 (the "Sixth Amendment"), a Forbearance Agreement and Seventh Amendment to Credit Agreement dated as of August 23, 1999 (the "Seventh Amendment") and by a letter agreement dated November 10, 1998 among State Street and the Borrowers (the "Letter Agreement"), as further amended by this Agreement and as further amended from time to time, the "Credit Agreement"; capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement) pursuant to which the Bank agreed to make certain revolving credit loans to Borrowers on the terms and conditions set forth therein. Borrowers' obligations under the Credit Agreement are evidenced by an Amended and Restated Revolving Credit Note dated August 7, 1998 (as amended and/or restated by and through the date of this Agreement, and as hereafter amended and/or restated from time to time, the "Revolving Credit Note" and together with the Credit Agreement, the "Credit Documents") executed and delivered by the Borrowers to the Bank. The Borrowers' obligations to the Bank under the Credit Documents are referred to herein as the "Revolving Credit Loans". Borrowers are also parties to certain security documents, instruments and agreements executed by Borrowers in connection with the Credit Documents (as amended by and through the date of this Agreement and as amended from time to time hereafter, the "Borrower Security Documents"; the Credit Agreement, the Revolving Credit Note, the Borrower Security Documents, this Agreement, and any agreement or instrument executed in connection therewith or herewith, as the same have been amended or may be amended from time to time hereafter, are collectively referred to herein as the "Borrower Loan Documents")

PRELIMINARY STATEMENTS. Certain terms which are capitalized and used throughout this Agreement (in addition to those defined above) are defined in Article I of this Agreement.

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Agreement”), by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement. The Nexstar Borrower and the VIE Borrowers have requested the applicable lenders to extend credit to the applicable borrowers under various revolving credit facilities (including sub-facilities) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the Borrower, the ▇▇▇▇▇▇▇▇ Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporation, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ Borrower, the lenders from time to time party thereto and Bank of America, N.A. as the administrative ag...

PRELIMINARY STATEMENTS. The Borrower, Barclays Bank PLC, as administrative agent and collateral agent (the “Existing Administrative Agent”), and each Lender from time to time party thereto are parties to the Term Loan Credit Agreement dated as of September 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Existing Credit Agreement provided the Borrower with Initial Canadian Term Loans on the Closing Date in an initial aggregate principal amount of C$130,000,000 and Initial U.S. Term Loans on the Closing Date in an initial aggregate principal amount of $370,000,000 and, on the First Amendment Effective Date, the Borrower was provided an incremental term loan facility in an aggregate principal amount not exceeding $905,000,000, comprising (a) term loans, which were incurred on the First Amendment Effective Date in an aggregate principal amount of $805,000,000 and were used to repay in full the Initial Term Loans outstanding as of the First Amendment Effective Date and to finance a portion of the cash consideration in connection with the First Amendment Transactions and the other transactions contemplated thereby herein (including fees and expenses in connection with the First Amendment) and (b) delayed draw term loans in an aggregate principal amount of $100,000,000, which were incurred on October 15, 2018 in connection with Pre-Approved Acquisitions. As of the First Amendment Effective Date, all Initial Term Loans (and any accrued and unpaid interest thereon) under the Existing Credit Agreement was repaid in full. The Borrower has requested the Additional 2018 Incremental Term Lenders to provide, on the terms and subject to the conditions set forth in the Second Amendment and herein, New Term Loans on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $1,710,000,000 to be used to finance a portion of the consideration paid in connection with the Borrower’s acquisition (the “Acquisition”), indirectly through ▇▇▇▇▇ ▇▇▇▇▇▇ Sub Inc., a newly-formed Delaware corporation and an indirect, wholly-owned subsidiary of the Borrower (the “Buyer”), of Wrangler Super Holdco Corp., a corporation organized under the laws of Delaware (the “Target”), from the equity holders thereof, pursuant to the Agreement and Plan of Merger, dated as of October 9, 2018 (together with all exhibits, schedules and other disclosure letters thereto, collectiv...

PRELIMINARY STATEMENTS. The Guarantors, the Tenants and the other borrowers and credit parties party thereto from time to time have entered into that certain ABL Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, including, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “ABL Credit Agreement”), with the ABL Agents and the lenders party thereto from time to time, pursuant to which such lenders have made and will make certain extensions of credit available to the Tenants and other credit parties thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “ABL Security Agreement”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the ABL Agents, the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of the Closing Date (as amended, extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), with the Term Loan Agent and the lenders party thereto from time to time, pursuant to which such lenders have made an extension of credit available to the borrowers thereunder. Pursuant to that certain Security Agreement dated as of the Closing Date (as amended, restated, supplemented or otherwise modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Term Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto from time to time have entered into that certain Indenture dated as of the Closing Date (together with the senior notes issued thereunder, and in each case as a...