Common use of Reaffirmation Clause in Contracts

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement.

Appears in 2 contracts

Sources: Commitment Increase Agreement (Eos Energy Enterprises, Inc.), Commitment Increase Agreement (Eos Energy Enterprises, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as Each of the Effective Date and after giving effect Note Parties (i) hereby consents to the modification to the Existing Indenture pursuant to this Agreement Supplemental Indenture and the transactions contemplated herebythereby and (ii) other than the Released Guarantor hereby confirms its respective guarantees, all Obligations pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Borrower that constitute Guarantor Obligations Note Documents to which it is party, and (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (iiii) agrees that, notwithstanding the effectiveness of this Agreement, as Supplemental Indenture or any of the Effective Date transactions contemplated thereby, such guarantees, pledges, grants of security interests and after giving effect heretoother obligations, and the Loan terms of each of the Note Documents to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect, (ii) agrees that, as of the Effective Date effect and after giving effect shall continue to this Agreement guaranty and the transactions contemplated hereby, secure in accordance with their respective terms all of the Liens and Note Obligations as amended, restated, increased and/or extended. In furtherance of the foregoing, each Note Party, other than the Released Guarantor, (a) does hereby continue to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interests created and arising under each interest in all collateral (howsoever defined) described in any Security Document remain (other than any Security Document governed by German law that has been, or is required to be, notarized) as security for the Note Obligations, as amended, restated, increased and/or extended pursuant to this Supplemental Indenture and (b) subject to the guarantee limitations provided in the Guaranty, does hereby continue to jointly and severally, unconditionally, absolutely, continually and irrevocably guarantee to the Trustee for the benefit of the Secured Parties the payment and performance in full force and effect on a continuous basis with of the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementNote Obligations.

Appears in 2 contracts

Sources: Restructuring Support Agreement (Wolfspeed, Inc.), Supplemental Indenture (Wolfspeed, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as Each of the Effective Date and after giving effect Reaffirming Parties (i) hereby consents to this the DIP ABL Credit Agreement and the transactions contemplated herebythereby, all (ii) hereby confirms its guarantees, pledges, hypothecs, grants of security interests and other agreements, as applicable, under each of the Security Documents to which it is party, (iii) agrees that notwithstanding the effectiveness of the DIP ABL Credit Agreement and the consummation of the transactions contemplated thereby, such guarantees, pledges, hypothecs, grants of security interests and other agreements shall remain continuous and unaffected in accordance with the provisions of the Security Documents, shall continue to be in full force and effect and, other than in respect of the Security Documents governed by Dutch law (which shall accrue to the benefit of the Administrative Agent), shall accrue to the benefit of the Lenders under the DIP ABL Credit Agreement and the obligations secured thereunder will be the obligations defined as such in the Security Documents as those obligations have been amended pursuant to the DIP ABL Credit Agreement and (iv) acknowledges that the pledges and security interests granted by each Domestic Loan Party under each Security Document to which it is a party shall have the priority and rights set forth in DIP Orders. 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 Borrowers with Section 5.10 of the DIP ABL Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document to which it is party and confirms, specifically with respect to the Security Documents governed by Dutch law, that it was their intention and agreement at the moment of the creation of the security rights under such documents, and still is their intention and agreement, with the Administrative Agent that the Security Documents were to secure the Obligations as amended and restated from time to time including by way of an amendment and restatement as effected under the DIP ABL Credit Agreement. (b) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrower Borrowers hereby confirms and agrees that constitute Guarantor the outstanding Loans and Letters of Credit have constituted and continue to constitute, Loan Document Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement).

Appears in 2 contracts

Sources: Reaffirmation Agreement (Hexion Inc.), Reaffirmation Agreement

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Agreement Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in including, without limitation, the Guarantee and Collateral AgreementRevolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementNinth Amendment, as of the Ninth Amendment Effective Date and after giving effect heretothereto, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Agreement Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Agreement Ninth Amendment and the transactions contemplated hereby, 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 (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Ninth Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement.

Appears in 2 contracts

Sources: Credit Agreement, Credit Agreement (Vistra Energy Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Fourth Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated herebyFourth Amendment, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFourth Amendment, as of the Fourth Amendment Effective Date and after giving effect heretoto this Fourth Amendment, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Fourth Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias 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 Loan Credit Document to which it is a party(including this Fourth Amendment), in each case after giving effect to this Agreement Fourth Amendment, including its guarantee of the Obligations and the transactions contemplated herebypledge 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 Security Documents, and acknowledges and agrees that as of the Fourth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement (cas modified hereby) and the other Credit Documents, in each case after giving effect to this Fourth Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Fourth Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement.

Appears in 2 contracts

Sources: Credit Agreement (Vistra Energy Corp), Credit Agreement

Reaffirmation. By executing Each of the Loan Parties hereby consents to the amendment of the Credit Agreement described in Section 1 of this Amendment and delivering a counterpart hereof, (a) each Guarantor hereby agrees thatconfirms its respective obligations, as applicable, under and subject to the terms of each of the Effective Date Loan Documents to which it is party, and after giving effect to this Agreement confirms, agrees and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees acknowledges that, notwithstanding the effectiveness consummation of this AgreementAmendment, as such obligations, and the terms of the Effective Date and after giving effect hereto, each of the Loan Documents to which it is a party, except as expressly modified by this Amendment, are not affected or impaired in any manner whatsoever and shall continue to be in full force and effect, (ii) agrees that, as . Each of the Effective Date Loan Parties hereby further confirms its respective prior pledges and after giving effect to this Agreement and the transactions contemplated hereby, all grants of the Liens and security interests created under and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant subject to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document Documents to which it is a party, in each case after giving effect to and confirms, agrees and acknowledges that, notwithstanding the consummation of this Agreement and the transactions contemplated herebyAmendment, such prior guarantees, pledges, and (c) each Guarantor agrees that nothing grants of security interests are not affected or impaired in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor manner whatsoever and shall continue to any amendment prior to this Agreement be in full force and effect and shall now be deemed to require the consent of such Guarantor to any future modification also guarantee and secure all obligations as amended and reaffirmed pursuant to the Credit AgreementAgreement and this Amendment. Each of the Loan Parties confirms, acknowledges and agrees that the 2020 Term A Lenders are “Lenders” and “Secured Parties” for all purposes under the Loan Documents. For the avoidance of doubt, each Loan Party hereby reaffirms the provisions of Section 2.1 of the Security Agreement and agrees that all references in the Security Agreement to the “Secured Obligations” shall include the 2020 Term A Loans.

Appears in 2 contracts

Sources: Credit Agreement (Maxlinear Inc), Credit Agreement (Maxlinear Inc)

Reaffirmation. By executing Each Credit Party hereby expressly acknowledges the terms of this Joinder and delivering a counterpart hereof, (a) each Guarantor hereby agrees thatAmendment Agreement and reaffirms, as of the Effective Date date hereof, (i) the covenants, guarantees, pledges, grants of Liens and agreements or other commitments contained in each Credit Document to which it is a party, including, in each case, such covenants, guarantees, pledges, grants of Liens and agreements or other commitments as in effect immediately after giving effect to this Joinder and Amendment Agreement and the transactions contemplated hereby, (ii) its guarantee of the Obligations (including, without limitation, the New Term Loans) under each Guarantee, as applicable, (iii) its grant of Liens on the Collateral to secure the Obligations (including, without limitation, the Obligations with respect to the New Term Loans) pursuant to the Security Documents and (iv) agrees that after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations hereby (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (bA) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents Credit Document to which it is a party shall continue to be in full force and effect, (iiB) agrees thatall guarantees, as pledges, grants of Liens, covenants, agreements and other commitments by such Credit Party under the Effective Date and after giving effect Credit Documents shall continue to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain be in full force and effect on a continuous basis with the priority required pursuant and shall accrue to the Loan Documentsbenefit of the Secured Parties and shall not be affected, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and impaired or discharged hereby or by the transactions contemplated hereby, in this Joinder and Amendment Agreement and (cC) each Guarantor agrees that nothing in it will prepay (or cause the Credit Agreement, this Agreement or any prepayment of) the Existing Term Loans and accrued and unpaid interest and other Loan Document that did not require amounts (including fees) thereon with the consent proceeds of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementNew Term Loans and cash-on-hand.

Appears in 2 contracts

Sources: Joinder and Amendment Agreement, Joinder and Amendment Agreement (National Vision Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) To induce the Lenders and the Administrative Agent to enter into this Amendment, each Guarantor hereby agrees that, as of the Effective Date Loan Parties and after giving effect to this Agreement Gibraltar Holdings hereby acknowledges and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising reaffirms its obligations under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case after giving as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof . The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment. (b) In furtherance of the foregoing clause (a), Gibraltar Holdings and each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “Reaffirming Party”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Agreement Amendment and the transactions contemplated hereby. In addition, each Reaffirming Party reaffirms the security interests granted by such Reaffirming Party under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Secured Obligations and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Party hereby (i) confirms that each Security Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Secured Obligations, including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Party now or hereafter existing, in each case pursuant to the terms of the Security Documents such Reaffirming Party is a party to, (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all Collateral to which such Reaffirming Party granted a security interest in and a continuing Lien on pursuant to the terms of the Security Documents to which such Reaffirming Party is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations, subject to the terms contained in the applicable Loan Documents and (ciii) each Guarantor agrees that nothing in the Credit Agreementconfirms its respective pledges, this Agreement or any grants of security interests and other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification obligations, as applicable, under and subject to the Credit Agreementterms of each of the Security Documents to which it is a party.

Appears in 2 contracts

Sources: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)

Reaffirmation. By executing Each of the Borrower and delivering a counterpart hereof, (a) each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby agrees that, acknowledges that it expects to receive substantial direct and indirect benefits as a result of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each . Each Reaffirming Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees (cincluding in respect of the Incremental Term Loans), pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties (including in respect of the Incremental Term Loan Lenders). Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) each Guarantor agrees that nothing impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Credit Guarantee and Collateral Agreement and including the Incremental Term Loan), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, this Agreement the transactions contemplated hereby or any other the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreementwhich it is party.

Appears in 2 contracts

Sources: Term Loan Credit Agreement (T-Mobile US, Inc.), Term Loan Facility Amendment (T-Mobile US, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Borrower hereby agrees thatthat all Loans incurred by the Borrowers (including, as of without limitation, the Effective Date and after giving effect to this Agreement 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the transactions contemplated hereby2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, all Obligations of without limitation, Revolving Credit Exposure incurred pursuant to the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the Guaranty First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof, thereof and (bii) each Borrower and each other Loan Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementSecond Amendment, as of the Effective Date and after giving effect heretoto this Second Amendment, the Loan First-Lien Security Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iiiB) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to which it is a partythe 2013 Extended Revolving Credit Commitments), 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 (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), 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 Obligations under the Credit Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior Documents, in each case after giving effect to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementSecond Amendment.

Appears in 2 contracts

Sources: Credit Agreement (Univision Holdings, Inc.), Credit Agreement (Univision Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Fourth Amendment Effective Date and after giving effect to this Agreement Fourth Amendment and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in including, without limitation, the Guarantee and Collateral AgreementRevolving Credit Exposure with respect to the 2022-D New Revolving Credit Commitments) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFourth Amendment, as of the Fourth Amendment Effective Date and after giving effect heretothereto, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Fourth Amendment Effective Date and after giving effect to this Agreement Fourth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Agreement Fourth Amendment and the transactions contemplated hereby, 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 (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Fourth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Fourth Amendment and the incurrence of the 2022-D Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Fourth Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement. This Fourth Amendment shall not extinguish the obligations of the parties outstanding 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 to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Sources: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering Each Reaffirming Subsidiary hereby acknowledges its receipt of a counterpart hereof, (a) each Guarantor hereby agrees that, as copy of the Effective Date Restated Credit Agreement and after giving effect its review of the terms and conditions thereof and consents to this the terms and conditions of the Restated Credit Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan thereby. Each Reaffirming Party hereby agrees that(a) affirms and confirms its guarantees, pledges, grants and other commitments under the Reaffirmed Documents to which it is a party, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereofapplicable, (b) each Loan Party hereby affirms and confirms its obligations to indemnify and other commitments and obligations under the Reaffirmed Documents to which it is a party, as applicable, and (ic) agrees that, notwithstanding the effectiveness of this the Restated Credit Agreement, as of (i) the Effective Date and after giving effect hereto, the Loan Reaffirmed Documents to which it is a party shall continue to be in full force and effect, effect and (ii) agrees thatall guarantees, as of the Effective Date pledges, grants and after giving effect other commitments thereunder shall continue to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain be in full force and effect on a continuous basis with the priority required pursuant and shall accrue to the Loan Documentsbenefit of the Secured Parties. Each of the Reaffirming Parties hereby confirms and agrees that the “Obligations” (or, in the case of the Swissco Pledge, the “Swissco Obligations”) outstanding under and as defined in the Restated Credit Agreement shall constitute “Obligations” (iiior, in the case of the Swissco Pledge, the “Swissco Obligations”) affirms and confirms all (or such words of its obligations and liabilities similar import) under the Credit Agreement and each other Loan Document respective Reaffirmed Documents to which it is a partyparty and hereby agrees that, on and after the Effective Date, (A) each reference to the “Credit Agreement” in each case after giving effect any Loan Document shall be deemed to this be a reference to the Restated Credit Agreement and the transactions contemplated hereby, and (cB) each Guarantor agrees that nothing 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, this Agreement or any other Loan Document that did not require and references to Section numbers in such Articles of the consent of “Credit Agreement”, and to Schedules identified by such Guarantor to any amendment prior to this Agreement shall now Section numbers, will be deemed changed to require the consent of such Guarantor to any future modification correspond to the numbers of the Articles of the Restated Credit AgreementAgreement in which such Sections appear.

Appears in 1 contract

Sources: Reaffirmation Agreement (Graftech International LTD)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Seventeenth Amendment Effective Date and after giving effect to this Agreement Seventeenth Amendment and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementSeventeenth Amendment, as of the Seventeenth Amendment Effective Date and after giving effect heretothereto, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Seventeenth Amendment Effective Date and after giving effect to this Agreement Seventeenth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Agreement Seventeenth Amendment and the transactions contemplated hereby, 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 (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Seventeenth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Seventeenth Amendment effected hereby and the other transactions contemplated hereby; and (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Seventeenth Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit AgreementAgreement (as modified hereby). This Seventeenth Amendment shall not extinguish the obligations of the parties outstanding 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 to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Sources: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart copy hereof, (ai) each Guarantor hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower and each other Loan Party hereby (A) agrees that constitute Guarantor Obligations all Loans (as defined in including, without limitation, the Guarantee and Collateral Agreement2021 Incremental Term Loans made available on the Third Amendment Effective Date) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof, and (bii) the Borrower and each other Loan Party hereby (iA) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, (B) agrees that, notwithstanding the effectiveness of this AgreementThird Amendment, as of the Effective Date and after giving effect heretoto this Third Amendment, the Loan Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties (including, without limitation, the 2021 Incremental Term Lenders) continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iiiC) affirms affirms, acknowledges and confirms all its guarantee of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a partyparty and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations under the Credit Agreement, in each case after giving effect to this Third Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement and the transactions contemplated other Loan Documents, each as amended hereby, and including the 2021 Incremental Term Loans (c) including, without limitation, the Obligations with respect to the 2021 Incremental Term Loans), in each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior case after giving effect to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementThird Amendment.

Appears in 1 contract

Sources: First Lien Credit Agreement (WCG Clinical, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) On the Third Incremental Joinder Signing Date and the Third Incremental Joinder Effective Date, each Guarantor hereby agrees that, as Loan Party (i) reaffirms its guaranty of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with Amended Credit Agreement, (ii) hereby acknowledges that it has reviewed the terms and provisions thereof of this Amendment and consents to the amendment of the Existing Credit Agreement effected pursuant to this Amendment, (iii) hereby confirms that each Loan Party hereby agrees that, as of the Effective Date and after giving effect Document to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents which it is a party or is otherwise bound will continue to be in full force and effecteffect as amended by this Amendment and all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment. The execution, (ii) agrees thatdelivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Amended Credit Agreement or any of the Effective other Loan Documents. (b) On the Third Incremental Joinder Signing Date and after giving effect to this Agreement the Third Incremental Joinder Effective Date, each Loan Party reaffirms the security interests granted under the terms and the transactions contemplated hereby, all conditions of the Liens Security Documents and agrees that such security interests created and arising under each Security Document remain in full force and effect on a continuous basis and are hereby ratified, reaffirmed and confirmed. Each Loan Party hereby (i) confirms that all Collateral encumbered by the Loan Documents will continue to secure to the fullest extent possible in accordance with the priority required pursuant to the Loan Documents, the payment and performance of the Guaranteed Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable obligations (including all such obligations as amended, reaffirmed and/or increased pursuant to this Amendment), to the extent set forth, and subject to the terms contained, in the Loan Documents and (iii) affirms confirms for the benefit of the Secured Parties that the Liens created by each Loan Party for the benefit of the Secured Parties extend to any new liabilities and confirms all of its obligations and liabilities assumed by each Loan Party under the Amended Credit Agreement. (c) It is the intention of each of the parties hereto that neither this Amendment nor the transactions contemplated hereby constitute a novation of the Indebtedness and Obligations existing under the Existing Credit Agreement and each the other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementDocuments.

Appears in 1 contract

Sources: Third Incremental Joinder to Credit and Guaranty Agreement (Grifols SA)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Each Loan Party hereby (i) agrees that, notwithstanding expressly acknowledges the effectiveness of this Agreement, as terms of the Effective Date Credit Agreement (as amended by this Amendment), (ii) ratifies and after giving effect hereto, affirms its obligations under the Loan Documents continue to be (including guarantees and security agreements) executed by the undersigned, (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, (iiiv) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under that each Security Document secures all Obligations of the Loan Parties in accordance with the terms thereof and (v) confirms this Amendment does not represent a novation of any Loan Document. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to each Loan Document to which it is a party remain in full force and effect on a continuous basis effect, are not released or reduced, and continue to secure full payment and performance of the Obligations (in each case other than as any such Liens have been released or reduced from time to time in accordance with the priority required pursuant Loan Documents prior to the date hereof). (b) Each Loan DocumentsParty hereby reaffirms, as of the Ninth Amendment Effective Date, (i) the covenants and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and agreements contained in each other Loan Document to which it is a party, including, in each case case, such covenants and agreements as in effect immediately after giving effect to this Agreement Amendment and the transactions contemplated herebythereby, and (ii) as applicable with respect to Domestic Loan Parties, its guarantee of payment of the Obligations pursuant to Article IX of the Credit Agreement and its grant of Liens on the Collateral to secure the Obligations. (c) each Guarantor Each Loan Party hereby certifies that, as of the date hereof (immediately after giving effect to the occurrence of the Ninth Amendment Effective Date and the effectiveness of the Amendment), the representations and warranties made by it contained in the Loan Documents to which it is a party are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent any such representation or warranty refers or pertains solely to a date prior to the date hereof (in which case such representation and warranty was true and correct in all material respects as of such earlier date). (d) Each Loan Party hereby acknowledges and agrees that nothing the acceptance by the Administrative Agent and each applicable Lender of this document shall not be construed in any manner to establish any course of dealing on such Person’s part, including the Credit Agreement, this Agreement providing of any notice or the requesting of any other acknowledgment not otherwise expressly provided for in any Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor with respect to any future amendment, waiver, supplement or other modification to the Credit Agreementany Loan Document or any arrangement contemplated by any Loan Document.

Appears in 1 contract

Sources: Credit Agreement (DIEBOLD NIXDORF, Inc)

Reaffirmation. By executing and delivering a counterpart hereofAs of the Amendment No. 4 Effective Date, each Credit Party hereby confirms that (a) each Guarantor hereby agrees that, as notwithstanding the effectiveness of the Effective Date and after giving effect to this Agreement Amendment and the transactions contemplated hereby, all Obligations (i) the obligations of such Credit Parties under the Amended Credit Agreement (including, from and after the Amendment No. 4 Effective Date, with respect to the Term B-3 Loans contemplated by this Agreement) and the other Credit Documents are entitled to the benefits of the Borrower that constitute Guarantor Obligations (as defined guarantees and the security interests set forth or created in the Guarantee Amended Credit Agreement, the Security Agreement, the other Security Documents and Collateral the other Credit Documents and constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations and (iii) each Credit Document to which such Credit Party is a party is, and shall be guaranteed pursuant continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (in the Guaranty and Collateral Agreement in accordance with case of the terms and provisions thereof and each Loan Party hereby agrees thatCredit Agreement, as of the Effective Date amended hereby) and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as Term B-3 Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Effective Date Amended Credit Agreement and after giving effect heretothe other Credit Documents. Each Credit Party ratifies and confirms its prior grant and the validity of all Liens granted pursuant to the Credit Documents and that all Liens granted, the Loan Documents continue conveyed, or assigned to be any Agent by such Person pursuant to any Credit Document to which it is a party remain in full force and effect, (ii) agrees thatare not released or reduced, as and continue to secure full payment and performance of the Effective Date and after giving effect to this Agreement and the transactions contemplated Obligations as increased hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement.

Appears in 1 contract

Sources: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Agreement Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementNinth Amendment, as of the Ninth Amendment Effective Date and after giving effect heretothereto, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Agreement Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Agreement Ninth Amendment and the transactions contemplated hereby, 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 (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the other transactions contemplated hereby; and (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Ninth Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit AgreementAgreement (as modified hereby). This Ninth Amendment shall not extinguish the obligations of the parties outstanding 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 to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Sources: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Borrower and each other Loan Party hereby agrees thatthat all Loans incurred by the Borrowers (including, as of without limitation, the Effective Date and after giving effect to this Agreement Initial USD Term Loans and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral AgreementInitial Euro Term Loans) shall be guaranteed pursuant to the Loan Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof, thereof and (bii) each Borrower and each other Loan Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFirst Amendment, as of the Effective Date and after giving effect heretoto this First Amendment, the Loan Collateral Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iiiB) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party(including the Initial USD Term Loans and the Initial Euro Term Loans), in each case after giving effect to this First Amendment, including its guarantee of the Secured Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Collateral Documents to secure such Secured Obligations, all as provided in the Collateral 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 Credit Agreement and the transactions contemplated herebyother Loan Documents, in each case after giving effect to this First Amendment. In particular, and without limiting the foregoing, (cx) each Guarantor agrees that nothing 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 the terms thereof, and neither the obligations of the Pledgors (as defined in the Credit AgreementLux 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 Lux Security Documents or by law, nor the pledges (as referred to therein) created thereby shall be discharged, released or impaired by this Agreement First Amendment or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to are otherwise affected by this Agreement shall now be deemed to require the consent of such Guarantor to any future modification First Amendment (except to the Credit Agreementextent expressly provided herein) and (y) all clauses, terms, representations and conditions of the Lux Security Documents shall remain in full force and effect and the Lux Security Documents shall continue to secure any and all Secured Obligations.

Appears in 1 contract

Sources: Credit Agreement (Indivior PLC)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor the Borrower hereby agrees thatthat all Loans incurred by the Borrower (including, as of without limitation, the Effective Date and after giving effect to this Agreement 2018 New Replacement Term B-3 Loans and the transactions contemplated hereby, all Obligations of 2018 Converted Replacement Term B-3 Loans incurred by the Borrower that constitute Guarantor Obligations (as defined in Borrower) and the Guarantee and Collateral Agreement) Revolving Commitments shall be guaranteed pursuant to the Guaranty Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, thereof and (bii) each Loan Party of the Borrower and the Subsidiary Guarantors party hereto hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFourth Amendment, as of the Effective Date and after giving effect heretoto this Fourth Amendment, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant to 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 (iiiC) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Loan Document to which it is a party(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 such Obligations, all as provided in the Security 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 Obligations under the Credit Agreement and the transactions contemplated herebyother Loan Documents, in each case, to the extent provided in, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification subject to the Credit Agreementlimitations and qualifications set forth in, such Loan Documents (as amended by this Fourth Amendment).

Appears in 1 contract

Sources: Credit Agreement (On Semiconductor Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as of the Effective Date and after After giving effect to this Agreement and the transactions contemplated herebySecond Amendment, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees thatthe Borrower reaffirms the covenants, notwithstanding the effectiveness pledges, grants of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under agreements or other commitments contained in each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, including, in each case case, such covenants, pledges, grants of Liens and agreements or other commitments as in effect immediately after giving effect to this Agreement Second Amendment and the transactions contemplated hereby, (ii) each Loan Guarantor reaffirms its guarantee of the Secured Obligations (including the Secured Obligations arising out of the incurrence of the 2019 Incremental Revolving Loans) and (ciii) each of the Borrower and each Loan Guarantor agrees that nothing reaffirms each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Agreement as amended by the Second Amendment, and shall continue to secure the Secured Obligations (including the Secured Obligations arising out of the incurrence of the 2019 Incremental Revolving Loans), in each case, on and subject to the terms and conditions set forth in the Credit Agreement, this Agreement or any as amended by the Second Amendment, and the other Loan Document Documents. (b) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that did not require neither the consent modification of such Guarantor the Credit Agreement effected pursuant to this Second Amendment nor the execution, delivery, performance or effectiveness of this Second Amendment impairs the validity, effectiveness or priority of the Liens granted pursuant to any amendment prior Loan Document and such Liens continue unimpaired with the same priority to this Agreement secure repayment of all Secured Obligations, whether heretofore or hereafter incurred. (c) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that (A) each Loan Document to which it is a party shall now continue to be deemed in full force and effect and (B) all guarantees, pledges, grants of Liens, covenants, agreements and other commitments by such Loan Party under the Loan Documents shall continue to require the consent of such Guarantor to any future modification be in full force and effect and shall accrue to the Credit Agreementbenefit of the Secured Parties and shall not be affected, impaired or discharged hereby or by the transactions contemplated in the Second Amendment.

Appears in 1 contract

Sources: First Lien Credit Agreement (Shift4 Payments, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Borrowers and each Guarantor other undersigned Credit Party (collectively, the “Reaffirming Parties”), (i) hereby agrees thatconsents to the Amendment, the Second Amendment and Consent, and the respective transactions contemplated thereby, (ii) hereby affirms and confirms its respective guarantees, pledges, grants of security interests and other commitments and obligations, as applicable, under each of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with and each of the terms other Credit Documents that is governed by the laws of the United States (collectively, the “Reaffirmed Documents”) to which it is a party and provisions thereof, (b) each Loan Party hereby (iiii) agrees that, notwithstanding the effectiveness of this Agreementthe Amendment, as the Second Amendment and Consent, and the consummation of the Effective Date and after giving effect heretorespective transactions contemplated thereby, the Loan Credit Documents to which it is a party and such guarantees, pledges, grants of security interests and other commitments and obligations thereunder, shall continue to be in full force and effect, (ii) agrees that, as effect in accordance with the terms thereof. Each of the Effective Date and after giving effect Reaffirming Parties further agrees to this Agreement and take any action that may be required or that is reasonably requested by the transactions contemplated hereby, all Administrative Agent to ensure compliance by the US Borrower with Section 6.11 of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement (as amended hereby) and to satisfy the requirements set forth in Sections 3.09, 3.10, 3.11, 3.12 and 3.13 of the Credit Agreement (as amended hereby) and hereby reaffirms its obligations under each other Loan similar provision of each Reaffirmed Document to which it is a party. (b) Each of the Reaffirming Parties party to each of the Reaffirmed Documents securing the Obligations of the Borrowers hereby confirms and agrees that (i) the Tranche E Term Loans constitute Obligations (or any word of like import) under such documents and (ii) the Term Loans, in each case after giving effect to this Agreement the Revolving Loans, the B/As, the Swingline Loans and the transactions contemplated hereby, Letters of Credit have constituted and continue to constitute Obligations (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent word of like import) under such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreementdocuments.

Appears in 1 contract

Sources: Incremental Term Loan Amendment (Compass Minerals International Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as Each of the Effective Date Reaffirming Parties (i) hereby acknowledges receipt of a copy of the Credit Agreement and after giving effect consents to this the Credit Agreement and the transactions contemplated herebythereby, all Obligations including the Transactions, (ii) without limiting its obligations under, or the provisions of, the Guarantee Agreement, hereby confirms its respective guarantees, as applicable, under the Guarantee Agreement, (iii) without limiting its obligations under, or the provisions of, the Collateral Agreement, hereby confirms its respective assignments, pledges and grants of security interests, as applicable, under the Collateral Agreement and 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 that constitute Guarantor Obligations (as defined under the Credit Agreement are entitled to the benefits of the guarantees and the security interests set forth or created in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to , the Guaranty and Collateral Agreement in accordance with and the terms other Loan Documents and provisions thereof and each constitute “Obligations,” “Loan Party Document Obligations,” “Secured Obligations” or other similar term for purposes thereof, (v) hereby agrees that, as of the Effective Date and after giving effect to this the Credit Agreement and the transactions contemplated herebyTransactions, all Secured Obligations (as defined in the Guarantee such guarantees, and Collateral Agreement) pledges and grants of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreementsecurity interests, as of the Effective Date and after giving effect heretoapplicable, the Loan Documents shall continue to be in full force and effect and shall continue to inure to the benefit of the Lenders and the other Secured Parties, (vi) hereby ratifies, confirms and agrees that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, (ii) agrees thatare not released or reduced, as of the Effective Date and after giving effect to this the Credit Agreement and the transactions contemplated hereby, all Transactions continue to secure full payment and performance of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and such Liens continue unimpaired with the 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 of the date hereof shall continue to exist under and be evidenced by the Credit Agreement and the other Loan Documents (such consents, confirmations and agreements, collectively, the “Reaffirmation”). (b) Each of the Reaffirming Parties further agrees to take any action that may be required or that is requested by the Administrative Agent to ensure compliance by Holdings or the Borrower with the provisions of Section 5.12 of the Credit Agreement and hereby reaffirms its obligations under each other similar provision of each Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement.

Appears in 1 contract

Sources: Restatement Agreement (Virtu Financial, Inc.)

Reaffirmation. By executing Each Credit Party hereby expressly acknowledges the terms of this Joinder and delivering a counterpart hereof, (a) each Guarantor hereby agrees thatAmendment Agreement and reaffirms, as of the Effective Date date hereof, (i) the covenants, guarantees, pledges, grants of Liens and agreements or other commitments contained in each Credit Document to which it is a party, including, in each case, such covenants, guarantees, pledges, grants of Liens and agreements or other commitments as in effect immediately after giving effect to this Joinder and Amendment Agreement and the transactions contemplated hereby, (ii) its guarantee of the Obligations (including, without limitation, the New Term A Loans) under each Guarantee, as applicable, (iii) its grant of Liens on the Collateral to secure the Obligations (including, without limitation, the Obligations with respect to the New Term A Loans) pursuant to the Security Documents and (iv) agrees that after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations hereby (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (bA) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents Credit Document to which it is a party shall continue to be in full force and effect, (iiB) agrees thatall guarantees, as pledges, grants of Liens, covenants, agreements and other commitments by such Credit Party under the Effective Date and after giving effect Credit Documents shall continue to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain be in full force and effect on a continuous basis with the priority required pursuant and shall accrue to the Loan Documentsbenefit of the Secured Parties and shall not be affected, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and impaired or discharged hereby or by the transactions contemplated hereby, in this Joinder and Amendment Agreement and (cC) each Guarantor agrees that nothing in it will prepay (or cause the Credit Agreement, this Agreement or any prepayment of) a portion of the Initial Term Loans as contemplated by the transactions hereby and accrued and unpaid interest and other Loan Document that did not require amounts (including fees) thereon with the consent proceeds of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementNew Term A Loans and cash-on-hand.

Appears in 1 contract

Sources: Joinder and Amendment Agreement (National Vision Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Fourteenth Amendment Effective Date and after giving effect to this Agreement Fourteenth Amendment and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFourteenth Amendment, as of the Fourteenth Amendment Effective Date and after giving effect heretothereto, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Fourteenth Amendment Effective Date and after giving effect to this Agreement Fourteenth Amendment and the transactions contemplated herebyhereby (for the avoidance of doubt, prior to giving effect to the Fourteenth Amendment Release), all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Agreement Fourteenth Amendment and the transactions contemplated hereby (for the avoidance of doubt, prior to giving effect to the Fourteenth Amendment Release), 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 (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Fourteenth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Fourteenth Amendment and the transactions contemplated hereby (cfor the avoidance of doubt, prior to giving effect to the Fourteenth Amendment Release); and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Fourteenth Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement (as modified hereby). This Fourteenth Amendment shall not extinguish the obligations of the parties outstanding 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 (other than as contemplated by the Fourteenth Amendment Release upon the consummation of the Clear Sky Acquisition pursuant to the Clear Sky Acquisition Agreement). Nothing herein contained shall be AMERICAS 123907318 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 to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Sources: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) To induce the 2017 Incremental Revolving Lenders and the Administrative Agent to enter into this Amendment No. 3, each Guarantor hereby agrees that, as of the Effective Date Loan Parties and after giving effect to this Agreement Gibraltar Holdings hereby acknowledges and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising reaffirms its obligations under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to the First Amendment, the Second Amendment and this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder) (collectively, the “Reaffirmed Documents”). The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 3. (b) In furtherance of the foregoing Section 7(a), each Loan Party, in its capacity as a Guarantor under the Guaranty to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Secured Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 3 and the Amended Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2017 Incremental Revolving Commitments constitute “Secured Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that the Guaranty and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 3, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Secured Obligations under each of the Loan Documents to which it is a party (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral Trustee and each other Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. (c) In furtherance of the foregoing Section 7(a), Gibraltar Holdings and each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 3 and the transactions contemplated hereby, including the extension of credit in the form of the 2017 Incremental Revolving Commitments hereunder. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder), including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, in each case pursuant to the terms of the Security Documents such Reaffirming Grantor is a party to, (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral to which such Reaffirming Grantor granted a security interest in and a continuing Lien on pursuant to the terms of the Security Documents to which such Reaffirming Grantor is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder), subject to the terms contained in the applicable Loan Documents and (ciii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Security Documents to which it is a party. (d) Gibraltar Holdings and each Guarantor (other than the Borrower) acknowledges and agrees that (i) it is not required by the terms of the Credit Agreement or any other Loan Document to consent to this Amendment No. 3 and (ii) nothing in the Credit Agreement, this Agreement Amendment No. 3 or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of Gibraltar Holdings or such Guarantor to any future modification to amendment, consent or waiver of the terms of the Credit Agreement. (e) As promptly as practical but in no event later than January 15, 2018, subject to extension by the Administrative Agent in its sole discretion, the Borrower and applicable Guarantors shall take the actions specified in Sections 3.8(d)(1)-(3) of the Collateral Trust Agreement. (f) As promptly as practical but in no event later than December 18, 2017, subject to extension by the Administrative Agent in its sole discretion, Gibraltar Holdings shall execute and deliver a deed of confirmation, in form and substance reasonably satisfactory to the Administrative Agent.

Appears in 1 contract

Sources: Credit Agreement (Peabody Energy Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, Except as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed specifically amended pursuant to the Guaranty terms hereof or to the extent amended and Collateral Agreement in accordance with restated on the terms and provisions thereof and Effective Date, each Loan Party hereby acknowledges and agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby : (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date Credit Agreement and after giving effect hereto, the all other Loan Documents continue to be (and all covenants, terms, conditions and agreements therein) shall remain in full force and effect, and are hereby ratified and confirmed in all respects by such Loan Party; (ii) agrees thatthis Amendment shall not in any way release or impair the rights, duties, Obligations, Liens or security interests created pursuant to the Credit Agreement and the other Loan Documents or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Effective Date Date, and after giving effect to all of such rights, duties, Obligations and Liens are, ratified and affirmed by such Loan Party; (iii) this Amendment shall not constitute a substitution or novation of such Loan Party’s Obligations or any of the other rights, duties and obligations of the parties under the Credit Agreement and the transactions contemplated other Loan Documents; and (iv) except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or any Lender under the Credit Agreement or the other Loan Documents, nor constitute a waiver of any covenant, agreement or obligation under the Credit Agreement or the other Loan Documents, except to the extent that any such covenant, agreement or obligation is modified or waived hereby. Each Loan Party further acknowledges that (i) the amendments and the waiver set forth herein are specific as to content and time and do not establish any course of dealing between the parties, all (ii) the waiver set forth above is not a continuing waiver with respect to any other required payments or compliance with any other terms and conditions of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms the modifications set forth herein do not prejudice any right or remedy which Agent and confirms all Lenders may now have or may have in the future under or in connection with any Loan Document. and. Agent and Lenders expressly reserves the right to exercise any of its obligations and liabilities under rights pursuant to the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor Documents with respect to any amendment prior to this Agreement shall now be deemed to require Event of Default except for the consent Event of such Guarantor to any future modification to the Credit AgreementDefault waived hereby.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (FiscalNote Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower and the Subsidiary Guarantors party hereto hereby agrees that constitute Guarantor Obligations (as defined in all Loans incurred by the Guarantee and Collateral Agreement) Borrower shall be guaranteed pursuant to the Guaranty Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, thereof and (bii) each Loan Party of the Borrower and the Subsidiary Guarantors party hereto hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementEighth Amendment, as of the Effective Date and after giving effect heretoto this Eighth Amendment, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant to 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 Eighth Amendment) and (iiiC) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Loan Document to which it is a partyDocument, in each case after giving effect to this Eighth 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 Security 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 Obligations under the Credit Agreement and the transactions contemplated herebyother Loan Documents, in each case, to the extent provided in, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification subject to the Credit Agreementlimitations and qualifications set forth in, such Loan Documents (as amended by this Eighth Amendment).

Appears in 1 contract

Sources: Credit Agreement (On Semiconductor Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor the Borrower hereby agrees thatthat all Loans incurred by the Borrower (including, as of without limitation, the Effective Date and after giving effect to this Agreement 2017 New Replacement Term B-2 Loans and the transactions contemplated hereby, all Obligations of 2017 Converted Replacement Term B-2 Loans incurred by the Borrower that constitute Guarantor Obligations (as defined in Borrower) and the Guarantee and Collateral Agreement) Incremental Revolving Commitments shall be guaranteed pursuant to the Guaranty Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, thereof and (bii) each Loan Party of the Borrower and the Subsidiary Guarantors party hereto hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementThird Amendment, as of the Effective Date and after giving effect heretoto this Third Amendment, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant to 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 (iiiC) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Loan Document to which it is a party(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 such Obligations, all as provided in the Security 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 Obligations under the Credit Agreement and the transactions contemplated herebyother Loan Documents, in each case, to the extent provided in, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification subject to the Credit Agreementlimitations and qualifications set forth in, such Loan Documents (as amended by this Third Amendment).

Appears in 1 contract

Sources: Credit Agreement (On Semiconductor Corp)

Reaffirmation. By executing Holdings, the Borrower and delivering each other Guarantor party hereto (each, a counterpart hereof“Reaffirming Party” and collectively, (athe “Reaffirming Parties”) each Guarantor hereby agrees that, as acknowledges its receipt of a copy of this Amendment and its review of the Effective Date terms and after giving effect conditions thereof and consents to the terms and conditions of this Agreement Amendment and the transactions contemplated hereby, all Obligations including the extension of credit to the Borrower that constitute Guarantor Obligations (as defined in the Guarantee form of Additional Term B Commitments and Collateral AgreementTerm B Loans. Each Reaffirming Party hereby (a) shall be guaranteed pursuant to affirms and confirms the Guaranty covenants and Collateral Agreement agreements contained in accordance with the terms and provisions thereof and each Loan Party hereby agrees thatDocument to which it is a party, including, in each case, such covenants and agreements as of the Effective Date and in effect immediately after giving effect to this Agreement Amendment and the transactions contemplated hereby, all (b) affirms and confirms its guarantee of the Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Guarantee Agreement, (c) affirms and confirms its prior pledges and grants of Liens on the Collateral to secure the Secured Obligations and other commitments under the Security Documents in accordance with the terms to which it is a party and provisions thereof, (bd) each Loan Party hereby agrees that (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date Guarantee Agreement and after giving effect hereto, the Loan Documents each Security Document to which it is a party shall continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement Amendment and the transactions contemplated hereby(ii) all guarantees, all of the Liens Liens, pledges, grants and security interests created and arising under each Security Document remain other commitments thereunder shall continue to be in full force and effect on a continuous basis with and shall secure the priority required pursuant to the Loan Documents, and Secured Obligations (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement Amendment including, without limitation, the extension of credit to the Borrower in the form of Additional Term B Commitments and Term B Loans) and shall accrue to the benefit of the Collateral Agent and the transactions contemplated herebyother Secured Parties, and (c) each Guarantor agrees that nothing in including without limitation, the Credit Agreement, Term B Lenders. [Remainder of this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement.page left intentionally blank]

Appears in 1 contract

Sources: Credit Agreement (Koppers Holdings Inc.)

Reaffirmation. By executing Each of Holdings and delivering a counterpart hereofthe Borrower, on behalf of itself and each other Credit Party, hereby expressly acknowledges the terms of this Agreement and confirms and reaffirms, (ax) each Guarantor hereby agrees that, as of the Amendment Effective Date No. 1, and after giving effect to this Agreement (other than the provisions set forth in clauses 3, 4, 5 and 6 of Article II), (i) the prior obligations, covenants, guarantees, pledges, grants of Liens and security interests and agreements or other commitments contained in each Credit Document to which a Credit Party is a party, including, in each case, such obligations, covenants, guarantees, pledges, grants of Liens and security interests and agreements or other commitments as in effect immediately after giving effect to this Agreement and the transactions contemplated hereby, all Obligations (ii) each Credit Party’s guarantee of the Borrower that constitute Guarantor Obligations (including, without limitation, Obligations with respect to the Revolving Credit Commitments (including the Amendment No. 6 Revolving Credit Commitments)) under each Guarantee, as defined in applicable, and (iii) each Credit Party’s prior grant of Liens and security interests on the Guarantee and Collateral Agreementto secure the Obligations (including, without limitation, the Obligations with respect to the Revolving Credit Commitments (including the Amendment No. 6 Revolving Credit Commitments)) shall be guaranteed pursuant to the Guaranty Security Documents and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, (y) as of the Amendment Effective Date No. 2, and after giving effect to the provisions set forth in clauses 3, 4, 5 and 6 of Article II this Agreement, (i) the prior obligations, covenants, guarantees, pledges, grants of Liens and security interests and agreements or other commitments contained in each Credit Document to which a Credit Party is a party, including, in each case, such obligations, covenants, guarantees, pledges, grants of Liens and security interests and agreements or other commitments as in effect immediately after giving effect to this Agreement and the transactions contemplated hereby, all Secured (ii) each Credit Party’s guarantee of the Obligations under each Guarantee, as applicable, and (as defined in iii) each Credit Party’s prior grant of Liens and security interests on the Guarantee and Collateral Agreement) of such Loan Party shall be secured to secure the Obligations pursuant to the Security Documents in accordance with Documents. Each of Holdings and the terms Borrower, on behalf of itself and provisions thereofeach other Credit Party, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and that after giving effect to this Agreement and the transactions contemplated hereby, hereby (A) each Credit Document to which each Credit Party is a party is ratified and reaffirmed in all of the Liens respects and security interests created and arising under each Security Document remain shall continue to be in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iiiB) affirms all guarantees, pledges, grants of Liens and confirms all of its obligations security interests, covenants, agreements and liabilities other commitments by such Credit Party under the Credit Agreement Documents shall continue to be in full force and each other Loan Document effect and shall accrue to which it is a partythe benefit of the Secured Parties and shall not be affected, in each case after giving effect to this Agreement and impaired or discharged hereby or by the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement.

Appears in 1 contract

Sources: Joinder Agreement and Amendment No. 6 (BrightSpring Health Services, Inc.)

Reaffirmation. By executing The parties hereto acknowledge and delivering agree that (i) this Eleventh Amendment and any other Loan Document or other document or instrument executed and delivered in connection herewith do not constitute a counterpart hereof, (a) each Guarantor hereby agrees that, as novation or termination of the Guaranteed Obligations of the Borrower and the Subsidiary Guarantors as in effect prior to the Amendment Effective Date and after giving effect (ii) such Guaranteed Obligations are in all respects continuing (as amended by this Eleventh Amendment) with only the terms thereof being modified to the extent provided in this Agreement Eleventh Amendment. Each of the Borrower and the Subsidiary Guarantors hereby consents to the entering into of this Eleventh Amendment and each of the transactions contemplated hereby, all Obligations confirms its respective guarantees, pledges, grants of the Borrower that constitute Guarantor Obligations (security interests, Liens and other obligations, as defined in the Guarantee applicable, under and Collateral Agreement) shall be guaranteed pursuant subject to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with to which it is a party and each of the terms other Loan Documents to which it is party, and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as Eleventh Amendment or any of the Effective Date transactions contemplated hereby, such guarantees, pledges, grants of security interests, Liens and after giving effect heretoother obligations, and the terms of each of the other Security Documents to which it is a party and each of the other Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect, (ii) agrees thateffect and shall continue to secure all Guaranteed Obligations, as of the Effective Date amended, reaffirmed and after giving effect modified pursuant to this Agreement and Eleventh Amendment or any of the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement.thereby

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, Each Loan Party hereby: (a) each Guarantor hereby agrees that, as acknowledges its receipt of a copy of this Incremental Amendment and the Amended Credit Agreement and its review of the Effective Date terms and after giving effect conditions thereof and consents to the terms and conditions of this Incremental Amendment and the Amended Credit Agreement and the transactions contemplated herebythereby, all Obligations including the extension of credit to the Borrower in the form of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, 2018 Incremental Term Loans; (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as Incremental Amendment and the Amended Credit Agreement and the consummation of the Effective Date and after giving effect heretotransactions contemplated thereby, the Loan Documents (i) each Security Document to which it is a party shall continue to be in full force and effect, effect and (ii) agrees thatall guarantees, as of the Effective Date pledges, grants and after giving effect other commitments thereunder shall continue to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain be in full force and effect on a continuous basis with the priority required pursuant and shall accrue to the Loan Documentsbenefit of the Secured Parties, including the holders of the 2018 Incremental Term Loans; and (c) confirms that neither the amendment and (iii) affirms and confirms all restatement of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect effected pursuant to this Agreement Incremental Amendment nor the execution, delivery, performance or effectiveness of this Incremental Amendment and the transactions contemplated herebyAmended Credit Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Security Document, and (c) each Guarantor agrees that nothing in such Liens continue unimpaired with the same priority to secure repayment of all Obligations as defined under the Amended Credit Agreement, this Agreement whether heretofore or hereafter incurred or (ii) requires that any new filings be made or other Loan Document that did not require action taken to perfect or to maintain the consent perfection of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementLiens.

Appears in 1 contract

Sources: Term Loan Credit Agreement (CPG Newco LLC)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Seventh Amendment Effective Date and after giving effect to this Agreement Seventh Amendment and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in including, without limitation, the Guarantee 2018 Incremental Term Loans and Collateral Agreementthe Revolving Credit Exposure with respect to the 2018 New Revolving Credit Commitments) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementSeventh Amendment, as of the Seventh Amendment Effective Date and after giving effect heretothereto, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Seventh Amendment Effective Date and after giving effect to this Agreement Seventh Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document to which it is a party(as modified hereby), in each case after giving effect to this Agreement Seventh Amendment and the transactions contemplated hereby, 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 (as modified hereby) to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and Table of Contents agrees that, as of the Seventh Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Seventh Amendment and the incurrence of the 2018 Incremental Term Loans and the 2018 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Seventh Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Vistra Energy Corp.)

Reaffirmation. By executing signing this Amendment, each of Holdings and delivering a counterpart hereofthe Borrower, on behalf of itself and each other Credit Party, hereby (a) each Guarantor hereby agrees that, as confirms that notwithstanding the effectiveness of the Effective Date and after giving effect to this Agreement Amendment and the transactions contemplated hereby, all Obligations the obligations of the Borrower that constitute Guarantor Obligations Credit Parties under the Amended Credit Agreement (as defined including with respect to the Term B-1 Loans and Additional Term B-1 Loans contemplated by this Amendment) and the other Credit Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Guarantee Amended Credit Agreement, the Security Agreement, the other Security Documents and Collateral Agreementthe other Credit Documents, (ii) shall be guaranteed pursuant to the Guaranty constitute “Guaranteed Obligations” and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as “Obligations” for purposes of the Effective Date and after giving effect to this Agreement and the transactions contemplated herebyAmended Credit Agreement, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Agreement, the other Security Documents in accordance with the terms and provisions thereofall other Credit Documents, (b) confirms and ratifies each Loan Guarantor’s continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations, (c) confirms that each Credit Document to which any Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (i) agrees that, notwithstanding in the effectiveness case of this the Credit Agreement, as amended hereby) and (d) confirms that each of the Effective Date Term B-1 Loan Lenders and after giving effect heretothe Additional Term B-1 Loan Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Amended Credit Agreement and the other Credit Documents. The Borrower, the Loan Documents continue on behalf of itself and each other Credit Party, ratifies and confirms that all Liens granted, conveyed, or assigned to be any Agent by such Person pursuant to any Credit Document to which it is a party remain in full force and effect, (ii) agrees thatare not released or reduced, as and continue to secure full payment and performance of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementObligations.

Appears in 1 contract

Sources: Term Loan Credit Agreement (Ingram Micro Holding Corp)

Reaffirmation. By executing Holdings, the Borrower and delivering each other Guarantor party hereto (each, a counterpart hereof“Reaffirming Party” and collectively, (athe “Reaffirming Parties”) each Guarantor hereby agrees that, as acknowledges its receipt of a copy of this Amendment and its review of the Effective Date terms and after giving effect conditions thereof and consents to the terms and conditions of this Agreement Amendment and the transactions contemplated hereby, all Obligations including the extension of credit to the Borrower that constitute Guarantor Obligations (as defined in the Guarantee form of Additional Term B-1 Commitments, Incremental Term B-1 Commitments and Collateral AgreementTerm B-1 Loans (including, for the avoidance of doubt, the Incremental Term B-1 Loans). Each Reaffirming Party hereby (a) shall be guaranteed pursuant to affirms and confirms the Guaranty covenants and Collateral Agreement agreements contained in accordance with the terms and provisions thereof and each Loan Party hereby agrees thatDocument to which it is a party, including, in each case, such covenants and agreements as of the Effective Date and in effect immediately after giving effect to this Agreement Amendment and the transactions contemplated hereby, all (b) affirms and confirms its guarantee of the Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Guarantee Agreement, (c) affirms and confirms its prior pledges and grants of Liens on the Collateral to secure the Secured Obligations and other commitments under the Security Documents in accordance with the terms to which it is a party and provisions thereof, (bd) each Loan Party hereby agrees that (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date Guarantee Agreement and after giving effect hereto, the Loan Documents each Security Document to which it is a party shall continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement Amendment and the transactions contemplated hereby(ii) all guarantees, all of the Liens Liens, pledges, grants and security interests created and arising under each Security Document remain other commitments thereunder shall continue to be in full force and effect on a continuous basis with and shall secure the priority required pursuant to the Loan Documents, and Secured Obligations (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement Amendment including, without limitation, 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)) and shall accrue to the benefit of the Collateral Agent and the transactions contemplated herebyother Secured Parties, and including without limitation, the Term B-1 Lenders (c) each Guarantor agrees that nothing in including, for the Credit Agreementavoidance of doubt, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementIncremental Term B-1 Lenders).

Appears in 1 contract

Sources: Credit Agreement (Koppers Holdings Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor the Borrower hereby agrees thatthat all Loans incurred by the Borrower (including, as of without limitation, the Effective Date and after giving effect to this Agreement 2016 New Replacement Term Loans, the 2016 Converted Replacement Term Loans and the transactions contemplated hereby, all Obligations of 2016 Incremental Term Loans incurred by the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral AgreementBorrower) shall be guaranteed pursuant to the Guaranty Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, thereof and (bii) each Loan Party of the Borrower and the Subsidiary Guarantors party hereto hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFirst Amendment, as of the Effective Date and after giving effect heretoto this First Amendment, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant to 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 (iiiC) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Loan Document to which it is a party(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 such Obligations, all as provided in the Security 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 Obligations under the Credit Agreement and the transactions contemplated herebyother Loan Documents, in each case, to the extent provided in, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification subject to the Credit Agreementlimitations and qualifications set forth in, such Loan Documents (as amended by this First Amendment).

Appears in 1 contract

Sources: Credit Agreement (On Semiconductor Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the First Amendment Effective Date and after giving effect to this Agreement First Amendment and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in including, without limitation, the Guarantee and Collateral Agreement2021 Incremental Term Loans) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantees in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFirst Amendment, as of the First Amendment Effective Date and after giving effect heretothereto, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the First Amendment Effective Date and after giving effect to this Agreement First Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (in each case, as modified hereby) to which it is a party, in each case after giving effect to this Agreement First Amendment and the transactions contemplated hereby, 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 (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the First Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this First Amendment, the incurrence of the 2021 Incremental Term Loans effected hereby and the other transactions contemplated hereby; and (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement First Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Eighth Amendment Effective Date and after giving effect to this Agreement Eighth Amendment and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in including, without limitation, the Guarantee and Collateral AgreementRevolving Credit Exposure with respect to the 2024 New Revolving Credit Commitments) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementEighth Amendment, as of the Eighth Amendment Effective Date and after giving effect heretothereto, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Eighth Amendment Effective Date and after giving effect to this Agreement Eighth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Agreement Eighth Amendment and the transactions contemplated hereby, 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 (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Eighth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Eighth Amendment, the incurrence of the 2024 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Eighth Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit AgreementAgreement (as modified hereby). This Eighth Amendment shall not extinguish the obligations of the parties outstanding 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 to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Sources: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Second Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated herebySecond Amendment, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementSecond Amendment, as of the Second Amendment Effective Date and after giving effect heretoto this Second Amendment, the Loan Collateral Documents continue to be in full force and effect, (iiB) agrees that, as of the Second Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Collateral Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias amended by this Second Amendment) and (C) as of the Second Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Loan Credit Document to which it is a party(including this Second Amendment), in each case after giving effect to this Agreement Second Amendment, including its guarantee of the Obligations and the transactions contemplated herebypledge of and/or grant of a security interest in its assets constituting Collateral pursuant to the Collateral Documents to secure such Obligations, all as provided in the Collateral Documents, and acknowledges and agrees that as of the Second Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement (cas modified hereby) and the other Credit Documents, in each case after giving effect to this Second Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Second Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Cryolife Inc)

Reaffirmation. By executing and delivering a counterpart hereofsigning this Agreement, (a) each Guarantor hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party and each Pledgor hereby agrees that, as confirms that this Agreement shall not effect a novation of any of the Effective Date and after giving effect to this Agreement and obligations of the transactions contemplated hereby, all Secured Obligations (as defined in Loan Parties under the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Existing Credit Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents which obligations continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis as set forth in the Second Amended Credit Agreement, and each Loan Party and each Pledgor acknowledges and confirms that (a) the obligations of the Loan Parties under the Existing Credit Agreement as modified or supplemented hereby (including with the priority required pursuant respect to the Revolving Loans contemplated by this Agreement) and the other Loan Documents (i) are entitled to the benefits of the guarantees, pledge of and/or grant of the security interests set forth or created in the Collateral Documents and the other Loan Documents, (ii) constitute “Obligations” and “Secured Obligations” or other similar term for purposes of the Second Amended Credit Agreement, the Collateral Documents and all other Loan Documents, (iii) affirms notwithstanding the effectiveness of the terms hereof, the Collateral Documents and confirms the other Loan Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects and (b) each Revolving Credit Lender shall be a “Secured Party” and a “Lender” (including without limitation for purposes of its obligations and liabilities under the definition of “Required Lenders” contained in Section 1.01 of the Second Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Loan Documents. Each Loan Party and each other Pledgor ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to any Loan Document to which it is a partyparty remain in full force and effect, in each case after giving effect to this Agreement and the transactions contemplated herebyare not released or reduced, and (c) each Guarantor agrees that nothing in continue to secure full payment and performance of the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementObligations as increased hereby.

Appears in 1 contract

Sources: Credit Agreement (Ryman Hospitality Properties, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Borrower hereby agrees thatthat all Loans incurred by the Borrowers and all Revolving Credit Exposure (including, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated herebywithout limitation, all Obligations of Revolving Credit Exposure related to the Borrower that constitute Guarantor Obligations 2015 Extended Revolving Credit Commitments (as defined in increased by the Guarantee and Collateral Agreement2015 Revolving Commitment Increases)) shall be guaranteed pursuant to the Guaranty First-Lien Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the First-Lien Security Documents in accordance with the terms and provisions thereof, thereof and (bii) each Borrower and each other Loan Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFifth Amendment, as of the Effective Date and after giving effect heretoto this Fifth Amendment, the Loan First-Lien Security Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iiiB) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including, without limitation, all Revolving Credit Exposure related to which it is a partythe 2015 Extended Revolving Credit Commitments (as increased by the 2015 Revolving Commitment Increases)), 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 First-Lien Security Documents to secure such Obligations, all as provided in the First-Lien Security 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 Obligations under the Credit Agreement and the transactions 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 acknowledges that the reaffirmation contained in this Section 8 satisfies the requirement for a reaffirmation agreement with respect to the Security Documents as contemplated hereby, and under clause (cii) each Guarantor agrees that nothing in of the second sentence of Section 2.25 of the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of solely as such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification requirement relates to the 2015 Revolving Credit AgreementFacility Refinancing.

Appears in 1 contract

Sources: Credit Agreement (Univision Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the First Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated herebyFirst Amendment, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFirst Amendment, as of the First Amendment Effective Date and after giving effect heretoto this First Amendment, the Loan Collateral Documents continue to be in full force and effect, (iiB) agrees that, as of the First Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Collateral Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias amended by this First Amendment) and (C) as of the First Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Loan Credit Document to which it is a party(including this First Amendment), in each case after giving effect to this Agreement First Amendment, including its guarantee of the Obligations and the transactions contemplated herebypledge of and/or grant of a security interest in its assets constituting Collateral pursuant to the Collateral Documents to secure such Obligations, all as provided in the Collateral Documents, and acknowledges and agrees that as of the First Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement (cas modified hereby) and the other Credit Documents, in each case after giving effect to this First Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement First Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement.. 

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Cryolife Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Loan Party hereby agrees thatthat all Loans incurred by the Borrower (including, as of without limitation, the Effective Date and after giving effect to this Agreement 2018 New Replacement Term B Loans and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement2018 Converted Replacement Term B Loans) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Collateral Documents (as amended hereby) in accordance with the terms and provisions thereof, ; (bii) each Loan Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementThird Amendment, as of the Effective Date and after giving effect heretoto this Third Amendment, the Loan Collateral Documents continue to be in full force and effect, ; (iiB) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Collateral Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant to 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 (iiiC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party(including the 2018 New Replacement Term B Loans and the 2018 Converted Replacement Term B 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 Collateral Documents (as amended hereby) to secure such Obligations, all as provided in the Collateral Documents (as amended hereby), 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 Obligations under the Credit Agreement and the transactions contemplated herebyother Loan Documents, in each case after giving effect to this Third Amendment and (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Third Amendment or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Michaels Companies, Inc.)

Reaffirmation. By executing and delivering a counterpart hereofthis Fifth Amendment, (ai) the Borrower and each Guarantor other Loan Party hereby agrees thatthat all Loans (including, as of without limitation, the 2024 Refinancing Term Loans made available on the Fifth Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral AgreementDate) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof, and (bii) the Borrower and each other Loan Party hereby (iA) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, (B) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and that after giving effect heretoto this Fifth Amendment and the Fifth Amendment Effective Date, the Loan Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties (including, without limitation, the 2024 Term Lenders and 2024 Refinancing Lenders) continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iiiC) affirms affirms, acknowledges and confirms all its guarantee of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a partyparty and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations under the Credit Agreement, in each case after giving effect to this Fifth Amendment and the Fifth Amendment Effective Date, all as provided in such Loan Documents, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement and the transactions contemplated other Loan Documents, each as amended hereby, including the 2024 Refinancing Term Loans and (c) the 2024 Revolving Commitments, in each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior case after giving effect to this Agreement shall now be deemed to require Fifth Amendment and the consent of such Guarantor to any future modification to the Credit Agreement.Fifth Amendment Effective Date. IF = AND ( COMPARE 9 = 10, COMPARE SECTION 1 = "1" 1) 0 = 1 24964213.6 |US-DOCS\149178858.4||

Appears in 1 contract

Sources: First Lien Credit Agreement (Mister Car Wash, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Borrower hereby agrees thatthat all Loans incurred by the Borrowers (including, without limitation, as of applicable, the Effective Date 2013 Incremental Term Loans, the Revolving Credit Exposure related to the 2013 Revolving Commitment Increases and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement2013 Refinancing Term Loans) shall be guaranteed pursuant to the Guaranty First-Lien Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the First-Lien Security Documents in accordance with the terms and provisions thereof, thereof and (bii) each Borrower and each other Loan Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementThird Amendment, as of the Effective Date and after giving effect heretoto this Third Amendment, the Loan First-Lien Security Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iiiB) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 Incremental Term Loans, the Revolving Credit Exposure relating to which it is a partythe 2013 Revolving Commitment Increases and the 2013 Refinancing Term 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 First-Lien Security Documents to secure such Obligations, all as provided in the First-Lien Security 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 Obligations under the Credit Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior Documents, in each case after giving effect to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementThird Amendment.

Appears in 1 contract

Sources: Credit Agreement (Univision Holdings, Inc.)

Reaffirmation. By executing Each of the Credit Parties party to the Guarantees, the Security Documents and delivering a counterpart hereofthe other Credit Documents, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time to time, hereby (i) reaffirms each Lien granted by such Credit Party to the Collateral Agent for the benefit of the Secured Parties and reaffirms the guaranties made pursuant to the Guarantees, (aii) each Guarantor hereby acknowledges and agrees that, as that the grants of security interests by and the guaranties of the Effective Date Credit Parties contained in the Guarantees, the Security Documents and the other applicable Credit Documents are, and shall remain, in full force and effect after giving effect to this Amendment, (iii) the security created by the Security Documents governed by English law or to which the English Guarantors are party shall continue to secure its Secured Obligations (as defined in the Security Documents) under the Credit Documents after giving effect to this Agreement, (iv) that the obligations of the English Guarantors under the Guarantees, the Security Documents and the other Credit Documents would continue notwithstanding the proposed amendments which are expressly contemplated by the Credit Agreement (and fall within the original contemplation and purview of the parties thereto and the other applicable Credit Documents) and (v) acknowledges and agrees that the security created by the Security Documents governed by Canadian law or to which any Canadian Credit Party is a party shall continue to secure its Obligations (as defined in such Security Documents) under the Credit Documents after giving effect to this Agreement and the transactions proposed amendments which are expressly contemplated hereby, all Obligations herein and by the Credit Agreement and the other applicable Credit Documents fall within the original purview of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness stated therein as being secured thereby). This Amendment shall not constitute a modification of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement except as specified under Section 2 hereto, or a course of dealing with any Agent or any other Loan Document that did not require Lender at variance with the consent of US-DOCS\121253804.12 Amended Credit Agreement such Guarantor to any amendment prior to this Agreement shall now be deemed as to require further notice by any Agent or any Lender to require strict compliance with the consent terms of such Guarantor the Amended Credit Agreement and the other Credit Documents in the future, except as expressly set forth herein. The Agents and the Lenders reserve all rights, privileges and remedies under the Credit Documents. Nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any future modification of the Obligations or to modify, affect or impair the perfection, priority or continuation of the security interests in, security titles to or other Liens on any Collateral for the Obligations or otherwise constitute or be considered as a new or re-granting of security with respect to the Credit AgreementEnglish Guarantors.

Appears in 1 contract

Sources: Credit Agreement (Canada Goose Holdings Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Sixth Amendment Effective Date and after giving effect to this Agreement Sixth Amendment and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementSixth Amendment, as of the Sixth Amendment Effective Date and after giving effect heretothereto, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Sixth Amendment Effective Date and after giving effect to this Agreement Sixth Amendment and the transactions contemplated herebyhereby (for the avoidance of doubt, prior to giving effect to the Sixth Amendment Release), all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Agreement Sixth Amendment and the transactions contemplated hereby (for the avoidance of doubt, prior to giving effect to the Sixth Amendment Release), 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 (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Sixth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Sixth Amendment and the other transactions contemplated hereby (cfor the avoidance of doubt, prior to giving effect to the Sixth Amendment Release); and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Sixth Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement (as modified hereby). This Sixth Amendment shall not extinguish the obligations of the parties outstanding 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 (other than as contemplated by the Sixth Amendment Release upon the consummation of the Clear Sky Acquisition pursuant to the Clear Sky Acquisition Agreement). Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security AMERICAS 124364869 Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Sources: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Each Security Reaffirming Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this AgreementAmendment No. 10 or consummation of the 2016 Restatement Transactions, each of the Security Documents (as each may have been amended, modified and/or confirmed on or prior to the date hereof) set forth on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to any additional Bank Obligations arising as a result of the 2016 Restatement Transactions, which shall, as of the Effective Date date hereof, be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement. (a) Each Reaffirming Party hereby (i) ratifies and after giving effect heretoaffirms Amendment No. 10 and the 2016 Restatement Transactions, (ii) agrees that, notwithstanding the Loan Documents continue effectiveness of Amendment No. 10, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (iiiii) agrees that, as confirms its guarantee of the Effective Date Bank Obligations (with respect to itself) as provided in the Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified from time to time) and after giving effect to this Agreement and (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the transactions contemplated herebyrelevant Loan Document, all including Schedule 10.03 of the Liens Credit Agreement mutatis mutandis and security interests created and arising under each Security Document remain in any Guarantor Joinder to the Credit Agreement) continues in full force and effect on a continuous basis with in respect of the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities Bank Obligations under the Credit Agreement and each the other Loan Documents, including any additional Bank Obligations arising as a result of the 2016 Restatement Transactions. (b) Each of the Security Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party, all additional Bank Obligations arising as a result of the 2016 Restatement Transactions constitute “Obligations”, “Secured Liabilities” and words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in each case after giving effect to this Agreement and the transactions contemplated hereby, and Schedule B. (c) each Guarantor Each of the Security Reaffirming Parties hereby agrees that nothing the Parallel Debt, if any, of such Security Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and shall accrue to the benefit of each Collateral Agent (for the benefit of the Secured Parties (as defined in the Credit First Lien Intercreditor Agreement)) and shall continue to apply, this Agreement or any other Loan Document that did not require as applicable, in relation to all Obligations following the consent effectiveness of such Guarantor to any amendment prior to this Agreement shall now be deemed to require Amendment No. 10 and the consent consummation of such Guarantor to any future modification to the Credit Agreement2016 Restatement Transactions.

Appears in 1 contract

Sources: Reaffirmation Agreement (Reynolds Group Holdings LTD)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Fourth Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated herebyFourth Amendment, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFourth Amendment, as of the Fourth Amendment Effective Date and after giving effect heretoto this Fourth Amendment, the Loan AMERICAS 118492174 Collateral Documents continue to be in full force and effect, (iiB) agrees that, as of the Fourth Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Collateral Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias 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 Loan Credit Document to which it is a party(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 Collateral Documents to secure such Obligations, all as provided in the Collateral Documents, and acknowledges and agrees that as of the Fourth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the transactions contemplated herebyother Credit Documents, in each case after giving effect to this Fourth Amendment; and (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Fourth Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Amended Credit Agreement.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Artivion, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Loan Party hereby agrees that, as of the Second Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated herebySecond Amendment, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Guarantee Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; and (bii) each Loan Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementSecond Amendment, as of the Second Amendment Effective Date and after giving effect heretoto this Second Amendment, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Second Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (iiias amended by this Second Amendment) and (C) as of the Second Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document (including this Second Amendment) to which it is a party, 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 such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the Second Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the other Loan Documents, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementSecond Amendment.

Appears in 1 contract

Sources: Credit Agreement (EVERTEC, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Each Reaffirming Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as Amendment No. 9 or the consummation of the Effective Date transactions contemplated thereby, each of the Security Documents (as each may have been amended, modified and/or confirmed on or prior to the date hereof) set forth on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and after giving effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect heretosubject to the Legal Reservations and extend, subject to the Loan Documents limitations contained therein, to any additional Bank Obligations having arisen or arising as a result of Amendment No. 9, which continue to be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement. (b) Each Reaffirming Party hereby (i) ratifies and affirms Amendment No. 9 and the transactions contemplated thereby, (ii) agrees that, notwithstanding the effectiveness of Amendment No. 9, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (iiiii) agrees that, as confirms its guarantee of the Effective Date Bank Obligations (with respect to itself) as provided in the Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified from time to time) and after giving effect to this Agreement and (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the transactions contemplated herebyrelevant Loan Document, all including Schedule 10.03 of the Liens Credit Agreement mutatis mutandis and security interests created and arising under each Security Document remain in any Guarantor Joinder to the Credit Agreement) continues in full force and effect on a continuous basis with in respect of the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities Bank Obligations under the Credit Agreement and each the other Loan Documents, including any additional Bank Obligations having arisen or arising as a result of Amendment No. 9. (c) Each of the Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party, all additional Bank Obligations having arisen or arising as a result of Amendment No. 9 constitute “Obligations” or “Secured Liabilities” or words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in Schedule B (subject to certain exceptions in respect of the documentation listed in Schedule B that is governed by the laws of Quebec and Germany). (d) Each of the Reaffirming Parties hereby agrees that the Parallel Debt, if any, of such Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and shall accrue to the benefit of each case after giving effect Collateral Agent (for the benefit of the Secured Parties (as defined in the First Lien Intercreditor Agreement)) and shall continue to this Agreement apply, as applicable, in relation to all Obligations following the effectiveness of Amendment No. 9 and the consummation of the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreementthereby.

Appears in 1 contract

Sources: Reaffirmation Agreement (Reynolds Group Holdings LTD)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Thirteenth Amendment Effective Date and after giving effect to this Agreement Thirteenth Amendment and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementThirteenth Amendment, as of the Thirteenth Amendment Effective Date and after giving effect heretothereto, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Thirteenth Amendment Effective Date and after giving effect to this Agreement Thirteenth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Agreement Thirteenth Amendment and the transactions contemplated hereby, 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 (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Thirteenth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Thirteenth Amendment and the transactions contemplated hereby; and (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Thirteenth Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement. This Thirteenth Amendment shall not extinguish the obligations of the parties outstanding 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 to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Sources: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing As of each of the Amendment No. 1 Consent Effective Date and delivering a counterpart hereofthe Amendment No. 1 Incremental Effective Date, each Credit Party hereby confirms that (a) each Guarantor hereby agrees that, as notwithstanding the effectiveness of the Effective Date and after giving effect to this Agreement Amendment and the transactions contemplated hereby, all Obligations (i) the obligations of such Credit Parties under the Amended Credit Agreement (including, from and after the Amendment No. 1 Incremental Effective Date, with respect to the 2018 Additional Term Loans contemplated by this Agreement) and the other Credit Documents are entitled to the benefits of the Borrower that constitute Guarantor Obligations (as defined guarantees and the security interests set forth or created in the Guarantee Amended Credit Agreement, the Security Agreement, the other Security Documents and Collateral the other Credit Documents and constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations and (iii) each Credit Document to which such Credit Party is a party is, and shall be guaranteed pursuant continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (in the Guaranty and Collateral Agreement in accordance with case of the terms and provisions thereof and each Loan Party hereby agrees thatCredit Agreement, as of the Effective Date amended hereby) and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each 2018 Additional Term Loan Party hereby Lender shall be a “Secured Creditor” and a “Lender” (i) agrees that, notwithstanding the effectiveness of this Agreement, as including without limitation for purposes of the Effective Date definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement) for all purposes of the Amended Credit Agreement and after giving effect heretothe other Credit Documents. Each Credit Party ratifies and confirms its prior grant and the validity of all Liens granted pursuant to the Credit Documents and that all Liens granted, the Loan Documents continue conveyed, or assigned to be any Agent by such Person pursuant to any Credit Document to which it is a party remain in full force and effect, (ii) agrees thatare not released or reduced, as and continue to secure full payment and performance of the Effective Date and after giving effect to this Agreement and the transactions contemplated Obligations as increased hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement.

Appears in 1 contract

Sources: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (a) To induce the Lenders and the Administrative Agent to enter into this Amendment, each Guarantor hereby agrees that, as of the Effective Date Loan Parties hereby acknowledges and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising reaffirms its obligations under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case after giving as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof. Each Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment. (b) In furtherance of the foregoing clause (a), each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “Reaffirming Party”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Agreement Amendment and the transactions contemplated hereby. In addition, each Reaffirming Party reaffirms the security interests granted by such Reaffirming Party under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Obligations and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Party hereby (i) confirms that each Security Document to which it is a party or is otherwise bound and all Collateral encumbered thereby secures and will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Obligations, including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each Guarantor and each Reaffirming Party now or hereafter existing, in each case pursuant to the terms of the Security Documents such Reaffirming Party is a party to, (ii) confirms its respective grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all Collateral to which such Reaffirming Party granted a security interest in and a continuing Lien on pursuant to the terms of the Security Documents to which such Reaffirming Party is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations, subject to the terms contained in the applicable Loan Documents and (ciii) each Guarantor agrees that nothing in the Credit Agreementconfirms its respective pledges, this Agreement or any grants of security interests and other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification obligations, as applicable, under and subject to the Credit Agreementterms of each of the Security Documents to which it is a party.

Appears in 1 contract

Sources: Credit Agreement (Geo Group Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all Obligations of the Borrower that constitute Guarantor Obligations (as defined in including, without limitation, the Guarantee 2016 Incremental Term Loans and Collateral Agreementthe Revolving Credit Exposure with respect to the 2016 New Revolving Loan Commitments) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this Agreement2016 Incremental Amendment, as of the Effective Date and after giving effect heretoto this 2016 Incremental Amendment, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias 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 Loan Credit Document to which it is a party(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 such Obligations, all as provided in the Security 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 Obligations under the Credit Agreement and the transactions contemplated other Credit Documents, in each case after giving effect to this 2016 Incremental Amendment and the incurrence of the 2016 Incremental Term Loans and the 2016 Revolving Commitment Increase effected hereby, ; and (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement 2016 Incremental Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement.

Appears in 1 contract

Sources: Incremental Amendment (Vistra Energy Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Third Amendment Effective Date and after giving effect to this Agreement Third Amendment and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in including, without limitation, the Guarantee and Collateral AgreementRevolving Credit Exposure with respect to the 2022-C New Revolving Credit Commitments) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementThird Amendment, as of the Third Amendment Effective Date and after giving effect heretothereto, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Third Amendment Effective Date and after giving effect to this Agreement Third Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Agreement Third Amendment and the transactions contemplated hereby, 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 (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Third Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Third Amendment and the incurrence of the 2022-C Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Third Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement. This Third Amendment shall not extinguish the obligations of the parties outstanding 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 to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Sources: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as of the Effective Date and after After giving effect to this Agreement and the transactions contemplated herebyThird Amendment, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees thatthe Borrower reaffirms the covenants, notwithstanding the effectiveness pledges, grants of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under agreements or other commitments contained in each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, including, in each case case, such covenants, pledges, grants of Liens and agreements or other commitments as in effect immediately after giving effect to this Agreement Third Amendment and the transactions contemplated hereby, (ii) each Loan Guarantor reaffirms its guarantee of the Secured Obligations (including the Secured Obligations arising out of the incurrence of the 2019-1 Incremental Term Loans) and (ciii) each of the Borrower and each Loan Guarantor agrees that nothing reaffirms each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Agreement as amended by the Third Amendment, and shall continue to secure the Secured Obligations (including the Secured Obligations arising out of the incurrence of the 2019-1 Incremental Term Loans), in each case, on and subject to the terms and conditions set forth in the Credit Agreement, this Agreement or any as amended by the Third Amendment, and the other Loan Document Documents. (b) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that did not require neither the consent modification of such Guarantor the Credit Agreement effected pursuant to this Third Amendment nor the execution, delivery, performance or effectiveness of this Third Amendment impairs the validity, effectiveness or priority of the Liens granted pursuant to any amendment prior Loan Document and such Liens continue unimpaired with the same priority to this Agreement secure repayment of all Secured Obligations, whether heretofore or hereafter incurred. (c) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that (A) each Loan Document to which it is a party shall now continue to be deemed in full force and effect and (B) all guarantees, pledges, grants of Liens, covenants, agreements and other commitments by such Loan Party under the Loan Documents shall continue to require the consent of such Guarantor to any future modification be in full force and effect and shall accrue to the Credit Agreementbenefit of the Secured Parties and shall not be affected, impaired or discharged hereby or by the transactions contemplated in the Third Amendment.

Appears in 1 contract

Sources: First Lien Credit Agreement (Shift4 Payments, Inc.)

Reaffirmation. By executing and delivering a counterpart hereofAs of the Amendment No. 2 Effective Date, each Credit Party hereby confirms that (a) each Guarantor hereby agrees that, as notwithstanding the effectiveness of the Effective Date and after giving effect to this Agreement Amendment and the transactions contemplated hereby, all Obligations (i) the obligations of such Credit Parties under the Amended Credit Agreement (including, from and after the Amendment No. 2 Effective Date, with respect to the Term B-1 Loans contemplated by this Agreement) and the other Credit Documents are entitled to the benefits of the Borrower that constitute Guarantor Obligations (as defined guarantees and the security interests set forth or created in the Guarantee Amended Credit Agreement, the Security Agreement, the other Security Documents and Collateral the other Credit Documents and constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations and (iii) each Credit Document to which such Credit Party is a party is, and shall be guaranteed pursuant continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (in the Guaranty and Collateral Agreement in accordance with case of the terms and provisions thereof and each Loan Party hereby agrees thatCredit Agreement, as of the Effective Date amended hereby) and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as Term B-1 Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Effective Date Amended Credit Agreement and after giving effect heretothe other Credit Documents. Each Credit Party ratifies and confirms its prior grant and the validity of all Liens granted pursuant to the Credit Documents and that all Liens granted, the Loan Documents continue conveyed, or assigned to be any Agent by such Person pursuant to any Credit Document to which it is a party remain in full force and effect, (ii) agrees thatare not released or reduced, as and continue to secure full payment and performance of the Effective Date and after giving effect to this Agreement and the transactions contemplated Obligations as increased hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement.

Appears in 1 contract

Sources: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)

Reaffirmation. By executing The parties hereto acknowledge and delivering agree that (i) this Fifth Amendment, any other Loan Document or other document or instrument executed and delivered in connection herewith do not constitute a counterpart hereofnovation, (a) each Guarantor hereby agrees that, as or termination of the obligations of the Borrower and the Subsidiary Guarantors under the Credit Agreement as in effect prior to the Fifth Amendment Effective Date (collectively, the “Obligations”) and after giving effect (ii) such Obligations are in all respects continuing (as amended by this Fifth Amendment) with only the terms thereof being modified to the extent provided in this Agreement Fifth Amendment. Each of the Borrower and the Subsidiary Guarantors hereby consents to the entering into the Fifth Amendment and each of the transactions contemplated hereby, all Obligations confirms its respective guarantees, pledges, grants of the Borrower that constitute Guarantor Obligations (security interests, Liens and other obligations, as defined in the Guarantee applicable, under and Collateral Agreement) shall be guaranteed pursuant subject to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with to which it is a party and each of the terms other Loan Documents to which it is party, and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as the Fifth Amendment or any of the Effective Date transactions contemplated hereby, such guarantees, pledges, grants of security interests, Liens and after giving effect heretoother obligations, and the terms of each of the other Security Documents to which it is a party and each of the other Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect, (ii) agrees thateffect and shall continue to secure all Guaranteed Obligations, as amended, reaffirmed and modified pursuant to the Fifth Amendment or any of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreementthereby.

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Reaffirmation. By executing and delivering a counterpart hereofthis Second Amendment, (ai) the Borrower and each Guarantor other Loan Party hereby agrees thatthat all Loans (including, as of without limitation, any Loans made pursuant to the Effective Date and after giving effect to this Agreement and 2021 Incremental Revolving Commitments or the transactions contemplated hereby, all Obligations of 2021 Refinancing Revolving Commitments made available on the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral AgreementSecond Amendment Operative Date) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof, and (bii) the Borrower and each other Loan Party hereby (iA) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, (B) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and that after giving effect heretoto this Second Amendment and the Second Amendment Operative Date, the Loan Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties (including, without limitation, the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders) continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iiiC) affirms affirms, acknowledges and confirms all its guarantee of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a partyparty and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations under the Credit Agreement, in each case after giving effect to this Second Amendment and the Second Amendment Operative Date, all as provided in such Loan Documents, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement and the transactions contemplated other Loan Documents, each as amended hereby, including the 2021 Incremental Revolving Commitments and (c) the 2021 Refinancing Revolving Commitments, in each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior case after giving effect to this Agreement shall now be deemed to require Second Amendment and the consent of such Guarantor to any future modification to the Credit AgreementSecond Amendment Operative Date.

Appears in 1 contract

Sources: First Lien Credit Agreement (Mister Car Wash, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as Each of the Effective Date and after giving effect Reaffirming Parties (i) hereby consents to this the Incremental Assumption Agreement and the transactions contemplated herebythereby, all (ii) hereby confirms its guarantees, pledges, hypothecs, grants of security interests and other agreements, as applicable, under each of the Security Documents to which it is party and (iii) agrees that notwithstanding the effectiveness of the Incremental Assumption Agreement and the consummation of the transactions contemplated thereby, such guarantees, pledges, hypothecs, grants of security interests and other agreements shall remain continuous and unaffected in accordance with the provisions of the Security Documents, shall continue to be in full force and effect and, other than in respect of the Security Documents governed by Dutch law and Japanese law (which shall accrue to the benefit of the Administrative Agent), shall accrue to the benefit of the Lenders under the Amended Credit Agreement and the obligations secured thereunder will be the obligations defined as such in the Security Documents as those obligations have been amended pursuant to the Incremental Assumption 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, Intermediate Holdings and the Borrowers with Section 5.10 of the Amended Credit Agreement and hereby reaffirms its obligations under each similar provision of each Security Document to which it is party. (b) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrower Borrowers hereby confirms and agrees that constitute Guarantor the outstanding Term Loans, Revolving Facility Loans and Credit-Linked Deposits have constituted and continue to constitute, Loan Document Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and ). (c) each Guarantor agrees that nothing Notwithstanding anything herein to the contrary, in relation to any Reaffirming Party which is incorporated in Singapore, the Credit Agreement, obligations of such Reaffirming Party under or in connection with this Agreement do not extend to, guarantee or secure any other Loan Document that did not require liability which would be unlawful or prohibited by Section 76 of the consent Companies Act, Chapter 50 of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementSingapore.

Appears in 1 contract

Sources: Second Incremental Facility Amendment (Momentive Performance Materials Inc.)

Reaffirmation. By executing and delivering a counterpart hereofThe Borrower, (a) on behalf of each Guarantor hereby agrees that, as of the Effective Date and after giving effect Loan Parties party to this the Guaranty, the Collateral Agreement and the transactions contemplated herebyother Collateral Documents, all Obligations of the Borrower that constitute Guarantor Obligations (in each case as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant amended, supplemented or otherwise modified from time to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees thattime, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) acknowledges and agrees thatthat (w) the Extended Revolving Commitments are Revolving Commitments and the Extending Revolving Lenders are Lenders, notwithstanding in each case under the effectiveness of this Amended Credit Agreement, as of (x) the Effective Date Increased Revolving Commitment are Revolving Commitments and after giving effect heretothe Increasing Revolving Lenders are Lenders, in each case under the Loan Documents continue to be in full force and effectAmended Credit Agreement, (iiy) agrees that, as of the Effective Date and after giving effect to this Agreement Additional Revolving Commitment are Revolving Commitments and the transactions contemplated herebyAdditional Revolving Lenders are Lenders, in each case under the Amended Credit Agreement, and (z) that all of its obligations under the Liens Guaranty and security interests created the Security Documents to which it is a party are reaffirmed and arising under each Security Document remain in full force and effect on a continuous basis with basis, (ii) reaffirms each Lien granted by each Loan Party to the priority required Collateral Agent for the benefit of the Administrative Agent and the Secured Creditors (including the Increasing Revolving Lenders, the New Revolving Lenders and the Extending Revolving Lenders) and reaffirms the guaranties made pursuant to the Loan DocumentsGuaranty, and (iii) affirms acknowledges and confirms all agrees that the grants of its obligations security interests by and liabilities under the Credit Agreement guaranties of the Loan Parties contained in the Guaranty and each other Loan Document to which it is a partythe Security Documents are, and shall remain, in each case full force and effect after giving effect to this Agreement and the transactions contemplated herebyAmendment No. 3, and (civ) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require Obligations include, among other things and without limitation, the consent prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of such Guarantor to any amendment prior to this Agreement shall now be deemed to require principal and interest on, and premium (if any) on, the consent of such Guarantor to any future modification to Revolving Loans under the Amended Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Builders FirstSource, Inc.)

Reaffirmation. By executing To induce the other parties hereto to enter into this Amendment, and delivering subject to any limitations on its obligations expressly stated in the Loan Documents to which it is a counterpart hereofparty, (a) each Guarantor hereby agrees thatof the Holding Entities and each Subsidiary Guarantor, as of the Amendment No. 4 Effective Date Date, (i) acknowledges and after giving effect to this Agreement and agrees that all of its obligations under the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined guarantees set out in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined any other guaranties in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the other Loan Documents continue to be in full force which it is a party are reaffirmed and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with as and to the priority required pursuant to extent provided in the Loan Documents, (ii) reaffirms each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties made pursuant to the Security Agreement and the other Loan Documents as and to the extent provided in the Loan Documents, (iii) affirms acknowledges and confirms all agrees that the grants of security interests by and its obligations and liabilities under guarantees contained in the Credit Guaranty, the Security Agreement and each the other Loan Document to which it is a partyDocuments are, and shall remain, in each case full force and effect after giving effect to this Agreement Amendment as and to the transactions contemplated hereby, extent provided in the Loan Documents and (civ) each Guarantor consents to the execution, delivery and performance of this Amendment and agrees that each reference to the Credit Agreement in the Loan Documents shall, on and after the Amendment No. 4 Effective Date, be deemed to be a reference to the Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”). Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Amended Credit Agreement or the other Loan Documents, which shall remain in full force and effect, except to any extent modified hereby. Each of the Holding Entities and each Subsidiary Guarantor, acknowledges and agrees, as of the Amendment No. 4 Effective Date, that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement, the Amended Credit Agreement or any other Loan Document to consent to the amendment to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, the Amended Credit Agreement, this Agreement Amendment or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendments to the Amended Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Lumexa Imaging Holdings, Inc.)

Reaffirmation. By executing The parties hereto acknowledge and delivering agree that (i) this Seventh Amendment and any other Loan Document or other document or instrument executed and delivered in connection herewith do not constitute a counterpart hereof, (a) each Guarantor hereby agrees that, as novation or termination of the Guaranteed Obligations of the Borrower and the Subsidiary Guarantors as in effect prior to the Amendment Effective Date and after giving effect (ii) such Guaranteed Obligations are in all respects continuing (as amended by this Seventh Amendment) with only the terms thereof being modified to the extent provided in this Agreement Seventh Amendment. Each of the Borrower and the Subsidiary Guarantors hereby consents to the entering into of this Seventh Amendment and each of the transactions contemplated hereby, all Obligations confirms its respective guarantees, pledges, grants of the Borrower that constitute Guarantor Obligations (security interests, Liens and other obligations, as defined in the Guarantee applicable, under and Collateral Agreement) shall be guaranteed pursuant subject to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with to which it is a party and each of the terms other Loan Documents to which it is party, and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as Seventh Amendment or any of the Effective Date transactions contemplated hereby, such guarantees, pledges, grants of security interests, Liens and after giving effect heretoother obligations, and the terms of each of the other Security Documents to which it is a party and each of the other Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect, (ii) agrees thateffect and shall continue to secure all Guaranteed Obligations, as of the Effective Date amended, reaffirmed and after giving effect modified pursuant to this Agreement and Seventh Amendment or any of the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement.thereby. [Signature pages follow] |US-DOCS\139900171.7||

Appears in 1 contract

Sources: Credit Agreement (NRG Energy, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each Credit Party hereto hereby consents to the execution, delivery and performance of this Restatement Agreement and agrees that each Guarantor hereby agrees thatreference to “the Loan and Guarantee Agreement,” “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Loan and Guarantee Agreement in the Loan Documents shall, on and after the Restatement Effective Date, be deemed to be a reference to the Loan and Guarantee Agreement, as of the Effective Date amended and after giving effect to restated by this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Restatement Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, . (b) each Loan Each Credit Party hereto hereby (i) agrees that, notwithstanding the effectiveness reaffirms all of this Agreement, as of the Effective Date its respective obligations and after giving effect hereto, liabilities under the Loan Documents continue to be which it is a party, as such obligations and liabilities have been amended by this Restatement Agreement, and acknowledges and agrees that such obligations and liabilities remain in full force and effect, . (iic) agrees that, as of the Effective Date Each Credit Party hereto hereby irrevocably and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under unconditionally ratifies each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a partyparty (as such Loan Documents are amended to and including the date hereof) and ratifies and reaffirms such Credit Party’s guarantee and grant of liens and security interests under the Security Documents and confirms that the guarantees, in liens and security interests granted thereunder continue to secure the Obligations, including, without limitation, any additional Obligations resulting from or incurred pursuant to the Loan and Guarantee Agreement. (d) In furtherance of the foregoing, each case after giving effect Credit Party hereby grants to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing Collateral Agent for the benefit of the Secured Parties a security interest in the Credit Collateral (as defined in the Security Agreement) to secure the Secured Obligations. [Remainder of this page intentionally left blank.] | SECTION 1.01 Defined Terms 1 SECTION 1.02 Terms Generally 37 SECTION 1.03 Accounting Terms; Changes in GAAP 38 SECTION 1.04 Rates 38 SECTION 1.05 Divisions 38 SECTION 2.01 Commitments 39 SECTION 2.02 Loans and Borrowings 39 SECTION 2.03 Borrowing Requests 39 SECTION 2.04 [Reserved] 40 SECTION 2.05 [Reserved] 40 SECTION 2.06 Prepayments 40 SECTION 2.07 Reduction and Termination of Commitments 41 SECTION 2.08 Repayment of Loans 42 SECTION 2.09 Interest 42 SECTION 2.10 Benchmark Replacement Setting 42 SECTION 2.11 Evidence of Debt 44 SECTION 2.12 Payments Generally 44 SECTION 2.13 Sharing of Payments 45 SECTION 2.14 Compensation for Losses 45 SECTION 2.15 Increased Costs 46 SECTION 2.16 Taxes 47 SECTION 2.17 [Reserved] 50 SECTION 2.18 [Reserved] 50 SECTION 2.19 Mitigation Obligations; Replacement of Lenders 50 SECTION 3.01 Existence, this Agreement or any other Loan Document that did not require the consent Qualification and Power 51 SECTION 3.02 Authorization; No Contravention 52 SECTION 3.03 Governmental Authorization; Other Consents 52 SECTION 3.04 Execution and Delivery; Binding Effect 52 SECTION 3.05 Financial Statements; No Material Adverse Change 52 SECTION 3.06 Litigation 52 SECTION 3.07 Contractual Obligations; No Default 53 SECTION 3.08 Property 53 SECTION 3.09 Taxes 53 | SECTION 3.10 Disclosure 53 SECTION 3.11 Compliance with Laws 54 SECTION 3.12 ERISA Compliance 54 SECTION 3.13 Environmental Matters 55 SECTION 3.14 Investment Company Act 55 SECTION 3.15 Sanctions; Export Controls; Anti-Corruption; AML Laws 55 SECTION 3.16 Solvency 55 SECTION 3.17 Subsidiaries 55 SECTION 3.18 Senior Indebtedness 55 SECTION 3.19 Insurance Matters 56 SECTION 3.20 Labor Matters 56 SECTION 3.21 Insolvency Proceedings 56 SECTION 3.22 Margin Regulations 56 SECTION 3.23 Liens 56 SECTION 3.24 Perfected Security Interests 56 SECTION 3.25 US Citizenship 57 SECTION 3.26 Air Carrier Status 57 SECTION 3.27 Cybersecurity 57 SECTION 3.28 Loyalty Program Agreements 57 SECTION 4.01 Closing Date and Initial Borrowing 57 SECTION 4.02 Each Borrowing 60 SECTION 5.01 Financial Statements 61 SECTION 5.02 SECTION 5.02 Certificates; Other Information 62 SECTION 5.03 SECTION 5.03 Notices 64 SECTION 5.04 SECTION 5.04 Preservation of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent Existence, Etc. 64 SECTION 5.05 SECTION 5.05 Maintenance of such Guarantor to any future modification to the Credit Agreement.Properties 64 SECTION 5.06 SECTION 5.06 Maintenance of Insurance 65 SECTION 5.07 SECTION 5.07 Payment of Obligations 65 SECTION 5.08 SECTION 5.08 Compliance with Laws 65 SECTION 5.09 SECTION 5.09 Environmental Matters 65 SECTION 5.02 SECTION 5.10 Books and Records 65 SECTION 5.11 SECTION 5.11 Inspection Rights 65 SECTION 5.12 SECTION 5.12 Sanctions; Export Controls; Anti-Corruption Laws and AML Laws 66 SECTION 5.13 SECTION 5.13 Guarantors; Additional Collateral 66 SECTION 5.14 SECTION 5.14 Post-Closing Matters 67 SECTION 5.15 SECTION 5.15 Further Assurances 67 SECTION 5.16 SECTION 5.16 Delivery of Appraisals 68 SECTION 5.17 SECTION 5.17 Ratings 68 SECTION 5.18 SECTION 5.18 Regulatory Matters 68 SECTION 5.19 SECTION 5.19 Loyalty Programs; Loyalty Program Agreements 68 SECTION 5.20 SECTION 5.20 Collections; Accounts; Payments 69 |

Appears in 1 contract

Sources: Loan and Guarantee Agreement (American Airlines, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Twelfth Amendment Effective Date and after giving effect to this Agreement Twelfth Amendment and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in including, without limitation, the Guarantee and Collateral AgreementRevolving Credit Exposure with respect to the 2022-B New Revolving Credit Commitments) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementTwelfth Amendment, as of the Twelfth Amendment Effective Date and after giving effect heretothereto, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Twelfth Amendment Effective Date and after giving effect to this Agreement Twelfth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Agreement Twelfth Amendment and the transactions contemplated hereby, 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 (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Twelfth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in 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 (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Twelfth Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement. This Twelfth Amendment shall not extinguish the obligations of the parties outstanding 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 to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Sources: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing Each Loan Party hereto expressly acknowledges the terms of this Amendment and delivering a counterpart hereof, (a) each Guarantor hereby agrees thatreaffirms, as of the date hereof and on the Amendment No. 2 Effective Date and after giving effect to this Agreement and the transactions contemplated herebyDate, all Obligations that its guarantee of the Borrower that constitute Guarantor Obligations (as defined and its grant of Liens on and security interest in the Guarantee and Collateral Agreement) shall be guaranteed to secure the Obligations pursuant to the Guaranty and each Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving case, remains in full force and effect on a continuous basis and extends to the obligations of the Loan Parties under the Loan Documents (including the Credit Agreement as amended by this Agreement and the transactions contemplated hereby, and (cAmendment) each Guarantor agrees that nothing subject to any limitations set out in the Credit Agreement, this Agreement or (as so amended) and any other Loan Document applicable to that did not require Loan Party. Each Loan Party agrees that the consent Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the applicable Loans under the Amended Credit Agreement and that the Obligations under the Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Guarantee and Collateral Agreement and the other Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan Document, and such Liens and security interests continue unimpaired with the same 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 perfection of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementLiens or security interests.

Appears in 1 contract

Sources: Credit Agreement (Allison Transmission Holdings Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as Each of the Effective Date and after giving effect Reaffirming Parties (i) hereby consents to this the Amendment Agreement and the transactions contemplated herebythereby, all (ii) hereby confirms its guarantees, pledges, hypothecs, grants of security interests and other agreements, as applicable, under each of the Security Documents 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, hypothecs, grants of security interests and other agreements shall remain continuous and unaffected in accordance with the provisions of the Security Documents, shall continue to be in full force and effect and, other than in respect of the Security Documents governed by Dutch law and Japanese law (which shall accrue to the benefit of the Administrative Agent), shall accrue to the benefit of the Lenders under the Amended Credit Agreement and the obligations secured thereunder will be the obligations defined as such in the Security Documents as those obligations have been amended pursuant to the Amendment 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, Intermediate Holdings and the Borrowers with Section 5.10 of the Amended Credit Agreement and hereby reaffirms its obligations under each similar provision of each Security Document to which it is party. (b) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrower Borrowers hereby confirms and agrees that constitute Guarantor the outstanding Term Loans, Revolving Facility Loans and Credit-Linked Deposits have constituted and continue to constitute, Loan Document Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and ). (c) each Guarantor agrees that nothing Notwithstanding anything herein to the contrary, in relation to any Reaffirming Party which is incorporated in Singapore, the Credit Agreement, obligations of such Reaffirming Party under or in connection with this Agreement do not extend to, guarantee or secure any other Loan Document that did not require liability which would be unlawful or prohibited by Section 76 of the consent Companies Act, Chapter 50 of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementSingapore.

Appears in 1 contract

Sources: Credit Agreement (Momentive Performance Materials Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Loan Party hereby agrees thatthat all Loans incurred by the Borrower (including, as of without limitation, the Effective Date and after giving effect to this Agreement 2020 New Refinancing Term B Loans and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement2020 Converted Refinancing Term B Loans) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Collateral Documents (as amended hereby) in accordance with the terms and provisions thereof, ; (bii) each Loan Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFourth Amendment, as of the Effective Date and after giving effect heretoto this Fourth Amendment, the Loan Collateral Documents continue to be in full force and effect, ; (iiB) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Collateral Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant to 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 (iiiC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party(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 Collateral Documents (as amended hereby) to secure such Obligations, all as provided in the Collateral Documents (as amended hereby), 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 Obligations under the Credit Agreement and the transactions contemplated herebyother Loan Documents, in each case after giving effect to this Fourth Amendment and (ciii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Fourth Amendment or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Michaels Companies, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, Each Loan Party (a) each Guarantor hereby agrees that, as consents to the amendments of the Effective Date and after giving effect to this Term Loan Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, set forth herein; (b) each Loan Party hereby (i) agrees thatacknowledges, notwithstanding the effectiveness of this Agreement, as of the Effective Date ratifies and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of reaffirms its obligations and liabilities other Indebtedness owing to the Secured Parties under the Credit Agreement and each other any Loan Document to which it is a party, including the Guaranty of the Term Loans (including the Early Delayed Draw Term Loan) by each Guarantor; (c) agrees that each of the provisions of the Loan Documents to which it is a party (as amended by this Amendment), and each right and remedy of the Secured Parties thereunder, is and shall remain in full force and effect; and (d) reaffirms, acknowledges, agrees and confirms that it has granted to the Agent a validly created, enforceable and, to the extent required by the Loan Documents, perfected security interest in the Collateral in which it has an interest in order to secure all of its present and future Indebtedness evidenced by the Loan Documents to which it is a party, and acknowledges and agrees that such security interest, and all Collateral heretofore pledged as security for the Obligations and for such Indebtedness, continue to be and remain in full force and effect on and after the date hereof. Without limiting the generality of the foregoing, each case after giving effect to this of the undersigned hereby ratifies and reaffirms each and every provision set forth in the Amended Term Loan Agreement and the transactions contemplated herebyother Loan Documents to which it is a party effective as of the date hereof. Subject to the terms of the Amended Term Loan Agreement and other Loan Documents, and (c) each Guarantor agrees all Indebtedness of any of the undersigned that nothing is evidenced by any of the Loan Documents are unconditionally owing by such Person to the Secured Parties, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever, except to the extent provided to the contrary in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementDocuments.

Appears in 1 contract

Sources: Term Loan Agreement (Sorrento Therapeutics, Inc.)

Reaffirmation. By executing In connection with the execution and delivering delivery of this Amendment, (i) each of the undersigned Guarantors (in its capacity as a counterpart hereof, Guarantor and as a Grantor) (a) hereby consents to this Amendment and the transactions and modifications contemplated thereby and (b) hereby ratifies and reaffirms the Guarantee and Collateral Agreement, including the guaranty of the Obligations, the grants of Liens on the Collateral to secure the Obligations, and the covenants and agreements contained therein and (ii) each of the undersigned Loan Parties reaffirms each Lien, if any, it granted pursuant to the Guarantee and Collateral Agreement and the other Security Documents to the Collateral Agent, which shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof, and shall continue to secure the Obligations, on and subject to the terms and conditions set forth in the Credit Agreement, the Guarantee and Collateral Agreement and the other Loan Documents. Without limiting the foregoing each Grantor hereby confirms that the Guarantee and Collateral Agreement and all other Security Documents, and all Collateral encumbered thereby or pursuant thereto continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the applicable Security Documents, the payment and performance of all Obligations, subject, however, in each case, to the limitations set forth herein and therein, as applicable. Each Guarantor hereby acknowledges and agrees thatthat any of the Loan Documents to which it is a party or otherwise bound continue in full force and effect and that all of its obligations thereunder continue to be valid and enforceable, shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants, as to itself only, that all representations and warranties contained in the Guarantee and Collateral Agreement are true and correct in all material respects on and as of the Effective Date date hereof to the same extent as though made on and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations as of the Borrower that constitute Guarantor Obligations (date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as defined of such earlier date. For the purposes of this Section 2.2, the terms “Collateral” and “Obligations” shall have the meanings ascribed to such terms in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Atkore International Group Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) The Borrower hereby (a) each Guarantor hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness occurrence of this the First Amendment Effective Date, each of the guarantees, the Security Agreement and each of the Negative Pledge Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents Borrower DACA continue to be in full force and effecteffect and are not impaired or adversely affected in any manner whatsoever, (iib) agrees that, as confirms its guarantee of the Effective Date Obligations and after giving effect to this Agreement and the transactions contemplated herebyits grant of a security interest in its assets as Collateral therefor, all of as provided in the Liens Loan Documents as originally executed and security interests created (c) acknowledges that such guarantee and arising under each Security Document remain grant continues in full force and effect on in respect of, and to secure, the Obligations under the Amended Agreement and the other Loan Documents. In furtherance of the foregoing, the Borrower does hereby grant to the Collateral Agent a continuous basis with security interest in all collateral described in the priority required Amended Agreement and any other Loan Document as security for the Obligations, as amended, restated, increased and/or extended pursuant to this Amendment. (ii) The Guarantors hereby (a) agree that, notwithstanding the Loan Documentsoccurrence of the First Amendment Effective Date, and (iii) affirms and confirms all each of its obligations and liabilities under the Credit guarantees, the Security Agreement and each other of the Negative Pledge Agreement, the Mezz DACAs continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (b) confirms its guarantee of the Obligations and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, Documents as originally executed and (c) acknowledges that such guarantee and grant continues in full force and effect in respect of, and to secure, the Obligations under the Amended Agreement and the other Loan Documents. In furtherance of the foregoing, each Guarantor agrees that nothing does hereby grant to the Collateral Agent a security interest in all collateral described in the Credit Agreement, this Amended Agreement or and any other Loan Document that did not require as security for the consent of such Guarantor to any amendment prior Obligations, as amended, restated, increased and/or extended pursuant to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementAmendment.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Hunt Companies Finance Trust, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees thatThe Reaffirming Parties, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant party to the Guaranty and Collateral Agreement in accordance with Credit Agreement, the terms and provisions thereof and each Loan Party hereby agrees thatSubsidiary Guaranty, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents and the other Loan Documents (in accordance with the terms each case, to which such Reaffirming Party is a party) and provisions thereofas amended, (b) each Loan Party supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees thatthat the Tranche B-1 Term Loan Lenders, notwithstanding the effectiveness Tranche B-2 Term Loan Lenders, the Tranche B-3 Term Loan Lenders and the 2018 Revolving Lenders are Lenders and the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans and the 2018 Revolving Loans are Loans, and that all of this its obligations under the Credit Agreement, as of the Effective Date Security Documents and after giving effect hereto, the other Loan Documents continue to be in full force which it is a party are reaffirmed and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, (ii) ratifies and reaffirms (A) each Lien granted by it to the priority required Collateral Agent for the benefit of the Secured Parties, (B) any guaranties made by it pursuant to the Subsidiary Guaranty, the Credit Agreement and the other Loan DocumentsDocuments and (C) the validity and enforceability of all of such Liens and security interests heretofore granted, pursuant to and in connection with the Subsidiary Guaranty, the Security Documents or any other Loan Document to Collateral Agent, on behalf and for the benefit of each Secured Party, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, (iii) acknowledges and agrees that the grants of security interests by the Obligors contained in the Security Agreement and any other Security Document shall remain, in full force and effect after giving effect to this Amendment, and (iiiiv) affirms agrees that the Obligations include, among other things and confirms all without limitation, the prompt and complete payment and performance by each Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of its obligations principal and liabilities interest on, and premium (if any) on, the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans and the 2018 Revolving Loans under the Credit Agreement and each are entitled to the benefits of the guarantees and the security interests set forth or created in the Subsidiary Guaranty, the Security Documents and the other Loan Document to which it is a party, Documents. Nothing contained in each case after giving effect to this Agreement and Amendment shall be construed as substitution or novation of the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in obligations outstanding under the Credit Agreement, this Agreement or any the other Loan Document that did not require the consent of such Guarantor Documents, which shall remain in full force and effect, except to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreementextent modified hereby.

Appears in 1 contract

Sources: Credit Agreement (Ferro Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Fifth Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated herebyFifth Amendment, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement Guarantee in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFifth Amendment, as of the Fifth Amendment Effective Date and after giving effect heretoto this Fifth Amendment, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Fifth Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias 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 Loan Credit Document to which it is a party(including this Fifth Amendment), in each case after giving effect to this Agreement Fifth Amendment, including its guarantee of the Obligations and the transactions contemplated herebypledge 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 Security Documents, and acknowledges and agrees that as of the Fifth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement (cas 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 Credit Agreement, this Agreement Fifth Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Vistra Energy Corp)

Reaffirmation. By executing Each Loan Party hereto expressly acknowledges the terms of this Amendment and delivering a counterpart hereof, (a) each Guarantor hereby agrees thatreaffirms, as of the date hereof and on the Amendment No. 1 Effective Date and after giving effect to this Agreement and the transactions contemplated herebyDate, all Obligations that its guarantee of the Borrower that constitute Guarantor Obligations (as defined and its grant of Liens on and security interest in the Guarantee and Collateral Agreement) shall be guaranteed to secure the Obligations pursuant to the Guaranty and each Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving case, remains in full force and effect on a continuous basis and extends to the obligations of the Loan Parties under the Loan Documents (including the Credit Agreement as amended by this Agreement and the transactions contemplated hereby, and (cAmendment) each Guarantor agrees that nothing subject to any limitations set out in the Credit Agreement, this Agreement or (as so amended) and any other Loan Document applicable to that did not require Loan Party. Each Loan Party agrees that the consent Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the 2019 Refinancing Term Loans under the Amended Credit Agreement and that the Obligations under the Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Guarantee and Collateral Agreement and the other Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan Document, and such Liens and security interests continue unimpaired with the same 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 perfection of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementLiens or security interests.

Appears in 1 contract

Sources: Credit Agreement (Allison Transmission Holdings Inc)

Reaffirmation. By executing Each Reaffirming Party hereby acknowledges its receipt and delivering review of a counterpart hereofcopy of the Designation Certificate and related Indenture, and hereby accepts and consents to the Pari Passu Designation and the resulting grant of security and other benefits to the Pari Passu Debt Obligations referenced in the Designation Certificate. Each Reaffirming Party hereby further (a) each Guarantor affirms and confirms its guarantees, pledges, grants of security and other commitments and obligations under the Collateral Agreement (as amended hereby and modified by the Pari Passu Designation), (b) affirms and confirms its indemnification obligations and other commitments and obligations under the Collateral Agreement (as amended hereby and modified by the Pari Passu Designation) and (c) agrees that, as of the Effective Date and after giving effect to this Agreement the amendments contemplated hereby and the transactions contemplated herebyPari Passu Designation, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents Collateral Agreement shall continue to be in full force and effect, effect and (ii) agrees thatall guarantees, as pledges, grants of the Effective Date security and after giving effect other commitments thereunder shall continue to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain be in full force and effect on a continuous basis with the priority required pursuant and shall accrue to the Loan Documentsbenefit of the Secured Parties, including, for the avoidance of doubt, the holders of the Securities and (iii) affirms the Trustee. Each of the Reaffirming Parties hereby confirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a partyagrees that, in each case after giving effect to this the Pari Passu Designation, (i) the Securities shall constitute “Pari Passu Debt Obligations” and “Obligations” under the Collateral Agreement (as amended hereby) and (ii) the holders of any Securities and the transactions contemplated Trustee shall be “Pari Passu Secured Parties” and “Secured Parties” under the Collateral Agreement (as amended hereby, ) and (c) each Guarantor agrees that nothing in shall have all the Credit Agreement, this Agreement or any other Loan Document that did not require the consent rights and privileges of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreementa Secured Party thereunder.

Appears in 1 contract

Sources: Amendment No. 1 and Reaffirmation Agreement (Community Health Systems Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations Each of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each other Loan Party hereby (i) agrees that, notwithstanding reaffirms its obligations under the effectiveness of this Amended and Restated Credit Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security other Amended Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case as amended by this Amendment and Restatement, (ii) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Loan Documents and (iii) acknowledges and agrees that the grants of security interests by and the guarantees of the Loan Parties contained in the Loan Documents are, and shall remain, in full force and effect immediately after giving effect to this Amendment and Restatement. (b) After giving effect to this Amendment and Restatement and the effectiveness of the Amended and Restated Credit Agreement and the transactions contemplated herebyother Amended Documents, neither the modification of the Original Credit Agreement or the other Loan Documents effected pursuant to this Amendment and Restatement, the Amended and Restated Credit Agreement and the other Amended Documents nor the execution, delivery, performance or effectiveness of this Amendment and Restatement, the Amended and Restated Credit Agreement or the other Amended Documents impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and (c) each Guarantor agrees that nothing in such Liens continue unimpaired with the Credit Agreementsame priority to secure repayment of all Secured Obligations, this Agreement whether heretofore or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreementhereafter incurred.

Appears in 1 contract

Sources: Credit Agreement (ExlService Holdings, Inc.)

Reaffirmation. By executing signing this Amendment and delivering a counterpart hereofRestatement, each Credit Party hereby confirms that (a) each Guarantor hereby agrees that, as notwithstanding the effectiveness of the Effective Date this Amendment and after giving effect to this Agreement Restatement and the transactions contemplated hereby, all Obligations the obligations of such Credit Parties under the Amended and Restated Credit Agreement (including with respect to the Term B-3 Loans and 2023 Revolving Loans contemplated by this Agreement) and the other Credit Documents (i) are entitled to the benefits of the Borrower that constitute Guarantor Obligations (as defined guarantees and the security interests set forth or created in the Guarantee Amended and Collateral Restated Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents, (ii) constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended and Restated Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (iii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations and (iv) each Credit Document to which such Credit Party is a party is, and shall be guaranteed pursuant continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (in the Guaranty and Collateral Agreement in accordance with case of the terms and provisions thereof and each Loan Party hereby agrees thatExisting Credit Agreement, as of the Effective Date amended hereby) and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Converting Term B-3 Loan Party hereby Consenting Lender, Revolving Lender and Additional Term B-3 Lender shall be a “Secured Creditor” and a “Lender” (i) agrees that, notwithstanding the effectiveness of this Agreement, as including without limitation for purposes of the Effective Date definition of “Required Lenders” contained in Section 1.01 of the Amended and after giving effect heretoRestated Credit Agreement) for all purposes of the Amended and Restated Credit Agreement and the other Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, the Loan Documents continue conveyed, or assigned to be any Agent by such Person pursuant to any Credit Document to which it is a party remain in full force and effect, (ii) agrees thatare not released or reduced, as and continue to secure full payment and performance of the Effective Date and after giving effect to this Agreement and the transactions contemplated Obligations as increased hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Iridium Communications Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) To induce the Lenders party hereto and Administrative Agent to enter into this First Amendment, each Guarantor hereby agrees that, as of the Effective Date Credit Parties hereby acknowledges and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising reaffirms its obligations under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case case, as amended, restated, supplemented or otherwise modified prior to or as of the date hereof (collectively, the “Reaffirmed Documents”). Each Borrower acknowledges and agrees that each of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect, that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. (b) In furtherance of the foregoing Section 6(a), each Credit Party, in its capacity as a Guarantor under any Guaranty to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Guaranteed Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Agreement First Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this First Amendment and the Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) confirms that each Credit Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents, the payment and performance of the Guaranteed Obligations, including, without limitation, the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of each Guarantor now or hereafter existing; (ii) acknowledges and agrees that its Guaranty and each of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Credit Documents. (c) In furtherance of the foregoing Section 6(a), each of the Credit Parties that is party to any Collateral Document, in its capacity as a Grantor (as defined in such Collateral Document) under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this First Amendment and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Agreement and each other Credit Document (in each case, to the extent a party thereto) to secure the Obligations and agrees that such security interests remain in full force and effect. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Collateral Documents, the payment and performance of the Obligations, as the case may be, including, without limitation, the payment and performance of all such applicable Obligations that are joint and several obligations of each Guarantor and Grantor now or hereafter existing, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this First Amendment), subject to the terms contained in the applicable Credit Documents, and (ciii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Collateral Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to this First Amendment and (ii) nothing in the Credit Agreement, this Agreement First Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to amendment, consent or waiver of the terms of the Credit Agreement.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart hereofsigning this Amendment, each Credit Party hereby confirms that (a) each Guarantor hereby agrees that, as notwithstanding the effectiveness of the Effective Date and after giving effect to this Agreement Amendment and the transactions contemplated hereby, all Obligations the obligations of such Credit Parties under the Amended Credit Agreement (including with respect to the 2020 Delayed Draw Term Loans contemplated by this Amendment) and the other Loan Documents (i) are entitled to the benefits of the Borrower that constitute Guarantor Obligations (as defined guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Collateral Documents and the other Loan Documents, (ii) constitute “Guarantee Obligations” and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as “Obligations” for purposes of the Effective Date Amended Credit Agreement, the Security Agreement, the other Collateral Documents and after giving effect all other Loan Documents, (iii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in of the Guarantee Obligations and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (biv) each Loan Document to which such Credit Party hereby (i) agrees thatis a party is, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents shall continue to be be, in full force and effect, (ii) agrees that, as of the Effective Date effect and after giving effect to this Agreement is hereby ratified and the transactions contemplated hereby, confirmed in all of the Liens respects and security interests created and arising under each Security Document shall remain in full force and effect on a continuous basis with according to its terms (in the priority required pursuant to case of the Loan DocumentsCredit Agreement, as amended hereby) and (iiib) affirms each 2020 DDTL Lender shall be a “Secured Party” and confirms a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in Section 11.1 of the Amended Credit Agreement) for all purposes of its obligations and liabilities under the Amended Credit Agreement and each the other Loan Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a partyparty remain in full force and effect, in each case after giving effect to this Agreement and the transactions contemplated herebyare not released or reduced, and (c) each Guarantor agrees that nothing in continue to secure full payment and performance of the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementObligations as increased hereby.

Appears in 1 contract

Sources: Credit Agreement (R1 RCM Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower and the Subsidiary Guarantors party hereto hereby agrees that constitute Guarantor Obligations all Loans incurred by the Borrower (as defined in including, without limitation, the Guarantee 2019 New Replacement Term B-4 Loans, the 2019 Converted Replacement Term B-4 Loans and Collateral Agreementthe 2019 Incremental Term B-4 Loans incurred by the Borrower) shall be guaranteed pursuant to the Guaranty Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, thereof and (bii) each Loan Party of the Borrower and the Subsidiary Guarantors party hereto hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementSeventh Amendment, as of the Effective Date and after giving effect heretoto this Seventh Amendment, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant to 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 Seventh Amendment) and (iiiC) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Loan Document to which it is a party(including the 2019 New Replacement Term B-4 Loans, the 2019 Converted Replacement Term B-4 Loans and the 2019 Incremental Term B-4 Loans), in each case after giving effect to this Seventh 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 Security 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 Obligations under the Credit Agreement and the transactions contemplated herebyother Loan Documents, in each case, to the extent provided in, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification subject to the Credit Agreementlimitations and qualifications set forth in, such Loan Documents (as amended by this Seventh Amendment).

Appears in 1 contract

Sources: Credit Agreement (On Semiconductor Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor the Borrower hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all Obligations of Term Loans incurred by the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty Credit Agreement (as amended hereby) and the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents (including, without limitation, any Canadian Security Documents or any other Security Documents executed and delivered in connection with this Third Amendment Agreement) in accordance with the terms and provisions thereof, thereof and (bii) the Borrower and each other Loan Party party hereto hereby (iA) agrees that, notwithstanding the effectiveness of this Agreement, as Third Amendment Agreement or the occurrence of the Third Amendment Effective Date and Date, after giving effect heretoto this Third Amendment Agreement and the occurrence of the Third Amendment Effective Date, the Loan Security Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iiiB) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a partyDocument, in each case after giving effect to this Third Amendment Agreement and the transactions contemplated herebyoccurrence of the Third Amendment Effective Date, 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 (c) each Guarantor agrees that nothing in the Credit Agreementincluding, this Agreement without limitation, any Canadian Security Documents or any other Security Documents executed and delivered in connection with this Third Amendment Agreement) to secure such Obligations, all as provided in the Security Documents (including, without limitation, any Canadian Security Documents or any other Security Documents executed and delivered in connection with this Third Amendment Agreement), 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 Obligations under the Credit Agreement and the other Loan Document that did not require the consent of such Guarantor to any amendment prior Documents, in each case after giving effect to this Third Amendment Agreement shall now be deemed to require and the consent occurrence of such Guarantor to any future modification to the Credit AgreementThird Amendment Effective Date.

Appears in 1 contract

Sources: Credit Agreement (Auxilium Pharmaceuticals Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Each Security Reaffirming Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreementthe Incremental Assumption Agreement or consummation of the 2016 Incremental Term Loan Transactions, each of the Security Documents (as each may have been amended, restated, supplemented, modified and/or confirmed on or prior to the date hereof) set forth on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to any additional Bank Obligations arising as a result of the 2016 Incremental Term Loan Transactions, which shall, as of the Effective Date date hereof, be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement. (a) Each Reaffirming Party hereby (i) ratifies and after giving effect heretoaffirms the Incremental Assumption Agreement and the 2016 Incremental Term Loan Transactions, (ii) agrees that, notwithstanding the Loan Documents continue effectiveness of the Incremental Assumption Agreement, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (iiiii) agrees that, as confirms its guarantee of the Effective Date Bank Obligations (with respect to itself) as provided in the Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified from time to time) and after giving effect to this Agreement and (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the transactions contemplated herebyrelevant Loan Document, all including Schedule 10.03 of the Liens Credit Agreement mutatis mutandis and security interests created and arising under each Security Document remain in any Guarantor Joinder to the Credit Agreement) continues in full force and effect on a continuous basis with in respect of the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities Bank Obligations under the Credit Agreement and each the other Loan Documents, including any additional Bank Obligations arising as a result of the 2016 Incremental Term Loan Transactions. (b) Each of the Security Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party, all additional Bank Obligations arising as a result of the 2016 Incremental Term Loan Transactions constitute “Obligations”, “Secured Liabilities” and words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in Schedule B. (c) Each of the Security Reaffirming Parties hereby agrees that the Parallel Debt, if any, of such Security Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and shall accrue to the benefit of each case after giving effect Collateral Agent (for the benefit of the Secured Parties (as defined in the First Lien Intercreditor Agreement)) and shall continue to this apply, as applicable, in relation to all Obligations following the effectiveness of the Incremental Assumption Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in consummation of the Credit Agreement, this Agreement or any other 2016 Incremental Term Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementTransactions.

Appears in 1 contract

Sources: Reaffirmation Agreement (Reynolds Group Holdings LTD)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Each Guarantor hereby agrees acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby (i) acknowledges and reaffirms all obligations owing by it to the Agents and the Lenders under any Finance Document to which it is a party and represents and warrants that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated herebyAmendment, all Obligations of the Borrower that constitute Guarantor Obligations (as defined its representations and warranties contained in the Guarantee Finance Documents to which such Guarantor is a party are true, accurate and Collateral Agreementcomplete in all material respects except that such materiality qualifier shall not be applicable to any representation and warranty that is already qualified by materiality) shall be guaranteed pursuant to the Guaranty on and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the First Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) if made as of such Loan Party shall be secured pursuant date except to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue extent they expressly relate to be in full force and effectan earlier date, (ii) agrees that, as of the Effective Date that each Finance Document to which it is a party is and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document shall remain in full force and effect on a continuous basis with and shall not be impaired or otherwise affected by the priority required pursuant to the Loan Documents, execution of this Amendment and (iii) affirms ratifies and confirms reaffirms the validity and enforceability of all of its obligations the liens and liabilities under security interests heretofore granted by it, pursuant to and in connection with the Credit Security Agreement and each any other Loan Finance Document to which it such Guarantor is a party, to the Collateral Agent, on behalf and for the benefit of the Finance Parties referred to therein, as collateral security for the Guaranty Obligations of such Guarantor, and acknowledges that all of such liens and security interests, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the First Amendment Effective Date. Although each of the Guarantors have been informed of the matters set forth herein and have acknowledged and agreed to same, each of the Guarantors understands that the Borrower, OH Holdings, the Agents and the Lenders, as applicable, shall have no obligation to inform the Guarantors of such matters in each case after giving effect the future or to seek the Guarantors’ acknowledgement or agreement to future amendments, waivers, or modifications, and nothing herein shall create such a duty. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Finance Document to consent to the amendments to the Credit Agreement effected pursuant to this Agreement and the transactions contemplated hereby, Amendment and (cii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Amendment or any other Loan Finance Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendments to the Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (Hillman Companies Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as Each of the Effective Date and after giving effect Reaffirming Parties (i) hereby consents to this Agreement the Amendment and the transactions contemplated herebythereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined ii) hereby confirms its guarantees (in the Guarantee case of Holdings) and Collateral Agreement) shall be guaranteed pursuant to its pledges, grants of security interests and other agreements (in the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees thatcase of all Reaffirming Parties), as applicable, under each of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms to which it is party and provisions thereof, (b) each Loan Party hereby (iiii) agrees that, that notwithstanding the effectiveness of this Agreement, as the Amendment and the consummation of the Effective Date transactions contemplated thereby, such guarantees, pledges, grants of security interests and after giving effect hereto, the Loan Documents other agreements shall continue to be in full force and effect, (ii) agrees that, as effect and shall accrue to the benefit of the Effective Date Lenders under the Amended Credit 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 after giving effect the Borrower with Section 5.10 of the Amended Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document to this Agreement which it is party and further agrees that notwithstanding the effectiveness of the Amendment and the consummation of the transactions contemplated herebythereby, all of the Liens and security interests created and arising under each Security Document remain such obligations shall continue to be in full force and effect on a continuous basis with the priority required pursuant and shall accrue to the Loan Documents, and (iii) affirms and confirms all benefit of its obligations and liabilities the Lenders under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Amended Credit Agreement. (b) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrower hereby confirms and agrees that the Revolving Facility Loans under the Extended Maturity Revolving Facility Commitments constitute Loan Document Obligations (as defined in the Collateral Agreement).

Appears in 1 contract

Sources: Reaffirmation Agreement (CAESARS ENTERTAINMENT Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Loan Party hereby agrees that, as of the Third Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated herebyThird Amendment, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Guarantee Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; and (bii) each Loan Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementThird Amendment, as of the Third Amendment Effective Date and after giving effect heretoto this Third Amendment, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Third Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (iiias amended by this Third Amendment) and (C) as of the Third Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document (including this Third Amendment) to which it is a party, 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 such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the Third Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the other Loan Documents, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementThird Amendment.

Appears in 1 contract

Sources: Credit Agreement (EVERTEC, Inc.)

Reaffirmation. By executing Each Loan Party hereto expressly acknowledges the terms of this Amendment and delivering a counterpart hereof, (a) each Guarantor hereby agrees thatreaffirms, as of the date hereof and on the Amendment No. 3 Effective Date and after giving effect to this Agreement and the transactions contemplated herebyDate, all Obligations that its guarantee of the Borrower that constitute Guarantor Obligations (as defined and its grant of Liens on and security interest in the Guarantee and Collateral Agreement) shall be guaranteed to secure the Obligations pursuant to the Guaranty and each Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving case, remains in full force and effect on a continuous basis and extends to the obligations of the Loan Parties under the Loan Documents (including the Credit Agreement as amended by this Agreement and the transactions contemplated hereby, and (cAmendment) each Guarantor agrees that nothing subject to any limitations set out in the Credit Agreement, this Agreement or (as so amended) and any other Loan Document applicable to that did not require Loan Party. Each Loan Party agrees that the consent Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the applicable Loans under the Amended Credit Agreement and that the Obligations under the Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Guarantee and Collateral Agreement and the other Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan Document, and such Liens and security interests continue unimpaired with the same 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 perfection of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementLiens or security interests.

Appears in 1 contract

Sources: Credit Agreement (Allison Transmission Holdings Inc)

Reaffirmation. By executing Each Loan Party hereto affirms, ratifies and delivering a counterpart hereofconfirms its prior obligations, (a) each Guarantor hereby agrees thatLiens, as guarantees, pledges, grants of security interest and other undertakings under the Effective Date and after giving effect to this Existing Credit Agreement and the transactions contemplated hereby, all Obligations other Loan Documents to which it is a party and acknowledges and agrees that (1) the Existing Credit Agreement and each of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each other Loan Party hereby agrees thatDocuments, as of the Effective Date specifically amended by this Amendment, are and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effecteffect and are hereby in all respects ratified and confirmed, (ii2) agrees thatthis Amendment and the other Loan Documents, as whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the Obligations under the Existing Credit Agreement as in effect prior to the Amendment No. 3 Effective Date and after giving effect to this which remain outstanding, (3) the Obligations are in all respects continuing (as amended by the Amended Credit Agreement and which are hereafter subject to the transactions contemplated hereby, all terms of the Liens Amended Credit Agreement) and (4) the security interests created interests, liens, guarantees, pledges as granted under the applicable Loan Documents securing payment of such Obligations are in all respects continuing and arising under each Security Document remain in full force and effect on a continuous basis and are reaffirmed hereby with no change in the priority required pursuant applicable and such security interests are and continue to be, duly perfected security interests, subject only to (i) the terms thereof, and (ii) the Liens permitted under the Loan Documents. Without limiting the generality of the foregoing, the Collateral Documents and (iii) affirms and confirms all of its obligations the Collateral described therein shall continue to secure the payment of all Obligations of the Loan Parties, as amended by this Amendment. This Amendment and liabilities under the Amended Credit Agreement and each other Loan Document to which it is shall not constitute a party, in each case after giving effect to this Agreement and novation of the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Existing Credit Agreement, this Agreement or any of the other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementDocuments.

Appears in 1 contract

Sources: Credit Agreement (CONDUENT Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Each Reaffirming Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the issuance of the 4.375% Senior Secured Notes and/or the effectiveness of this Agreement, as the Amendment or consummation of the Effective Date 2021 Term Loan Transactions, each of the Security Documents (as each may have been amended, restated, supplemented, modified and/or confirmed on or prior to the date hereof) set forth or otherwise referenced on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to (x) the “Secured Obligations” as defined in the 4.375% Senior Secured Notes Indenture, which have been designated as “Additional Obligations” under and pursuant to the First Lien Intercreditor Agreement (the “Secured Notes Designation”) and (y) any additional Bank Obligations arising as a result of the 2021 Term Loan Transactions, which shall, from and after giving effect heretothe date hereof, be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement. (b) Each Reaffirming Party hereby (i) ratifies and affirms the Amendment and the 2021 Term Loan Documents continue Transactions, (ii) agrees that, notwithstanding the effectiveness of the Amendment, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (iiiii) agrees that, as confirms its guarantee of the Effective Date Bank Obligations (with respect to itself) as provided in the Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified from time to time) and after giving effect to this Agreement and (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the transactions contemplated herebyrelevant Loan Document, all including Schedule 10.03 of the Liens Credit Agreement mutatis mutandis and security interests created and arising under each Security Document remain in any Guarantor Joinder to the Credit Agreement) continues in full force and effect on a continuous basis with in respect of the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities Bank Obligations under the Credit Agreement and each the other Loan Documents, including any additional Bank Obligations arising as a result of the 2021 Term Loan Transactions. (c) Each of the Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party, (i) the “Secured Obligations” (as defined in the 4.375% Senior Secured Notes Indenture) and all additional Bank Obligations arising as a result of the 2021 Term Loan Transactions constitute (A) “Obligations” and “Secured Liabilities” and (B) are secured by the “Collateral” described in each case after giving effect to this Agreement and the transactions contemplated hereby, such Reaffirmed Security Document and (cii) each Guarantor agrees that nothing no further filings or recording need to be made, or other action need to be taken, by such Reaffirming Party in order to maintain the Credit Agreement, this Agreement or any other Loan Document that did not require perfection of the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require security interest created by the consent of such Guarantor to any future modification to the Credit AgreementReaffirmed Security Documents.

Appears in 1 contract

Sources: Specified Refinancing and Incremental Amendment (Pactiv Evergreen Inc.)

Reaffirmation. By executing and delivering a counterpart hereofsigning this Agreement, (a) each Guarantor hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party and each Pledgor hereby agrees that, as confirms that this Agreement shall not effect a novation of any of the Effective Date and after giving effect to this Agreement and obligations of the transactions contemplated hereby, all Secured Obligations (as defined in Loan Parties under the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Existing Credit Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents which obligations continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis as set forth in the Amended Credit Agreement, and each Loan Party and each Pledgor acknowledges and confirms that (a) the obligations of the Loan Parties under the Existing Credit Agreement as modified or supplemented hereby (including with the priority required pursuant respect to the Tranche B Term Loans contemplated by this Agreement) and the other Loan Documents (i) are entitled to the benefits of the guarantees, pledge of and/or grant of the security interests set forth or created in the Collateral Documents and the other Loan Documents, (ii) constitute “Obligations” and “Secured Obligations” or other similar term for purposes of the Amended Credit Agreement, the Collateral Documents and all other Loan Documents, (iii) affirms notwithstanding the effectiveness of the terms hereof, the Collateral Documents and confirms the other Loan Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects and (b) each Tranche B Lender shall be a “Secured Party” and a “Lender” (including without limitation for purposes of its obligations and liabilities under the definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Loan Documents. Each Loan Party and each other Pledgor ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to any Loan Document to which it is a partyparty remain in full force and effect, in each case after giving effect to this Agreement and the transactions contemplated herebyare not released or reduced, and (c) each Guarantor agrees that nothing in continue to secure full payment and performance of the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementObligations as increased hereby.

Appears in 1 contract

Sources: Amendment No. 1 and Joinder Agreement (Ryman Hospitality Properties, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Third Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated herebyThird Amendment, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof, ; (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementThird Amendment, as of the Third Amendment Effective Date and after giving effect heretoto this Third Amendment, the Loan Collateral Documents continue to be in full force and effect, (iiB) agrees that, as of the Third Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Collateral Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (iiias amended by this Third Amendment) and (C) as of the Third Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Loan Credit Document to which it is a party(including this Third Amendment), in each case after giving effect to this Agreement Third Amendment, including its guarantee of the Obligations and the transactions contemplated herebypledge of and/or grant of a security interest in its assets constituting Collateral pursuant to the Collateral Documents to secure such Obligations, all as provided in the Collateral Documents, and acknowledges and agrees that as of the Third Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement (cas modified hereby) and the other Credit Documents, in each case after giving effect to this Third Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Agreement Third Amendment or any other Loan Credit Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification amendment to the Credit Agreement.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Cryolife Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor the Borrower hereby agrees thatthat all Loans incurred by the Borrower (including, as of without limitation, the Effective Date and after giving effect to this Agreement 2017 New Replacement Term Loans and the transactions contemplated hereby, all Obligations of 2017 Converted Replacement Term Loans incurred by the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral AgreementBorrower) shall be guaranteed pursuant to the Guaranty Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, thereof and (bii) each Loan Party of the Borrower and the Subsidiary Guarantors party hereto hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementSecond Amendment, as of the Effective Date and after giving effect heretoto this Second Amendment, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant to 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 (iiiC) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Loan Document to which it is a party(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 such Obligations, all as provided in the Security 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 Obligations under the Credit Agreement and the transactions contemplated herebyother Loan Documents, in each case, to the extent provided in, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification subject to the Credit Agreementlimitations and qualifications set forth in, such Loan Documents (as amended by this Second Amendment).

Appears in 1 contract

Sources: Credit Agreement (On Semiconductor Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each Reaffirming Party hereby (i) consents to the Indenture and the issuance of the Notes thereunder, in each Guarantor hereby case amending and restating the Original Indenture and the Original Notes, respectively, and (ii) confirms its respective grants of security interests under each of the Securities Documents to which it is party, and agrees that, as notwithstanding the occurrence of the Effective Date Issue Date, such grants of security interests shall continue to be in full force and after giving effect and shall accrue to this Agreement and the transactions contemplated hereby, all Obligations benefit of the Borrower Initial Holder. Each Reaffirming Party further agrees to take any action that constitute Guarantor Obligations may be required or that is reasonably requested by the Initial Holder to ensure compliance with Sections 3.13, 3.19, 12.3 and 12.4 of the Indenture and hereby reaffirms its obligations under each similar provision of each of the Securities Documents to which it is party. (as defined in b) As security for the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees thatpayment or performance, as the case may be, in full of (i) the obligations under the Indenture (including the guarantee of the Effective Date Company’s obligations incurred under the Notes), and after giving effect to this Agreement and (ii) the transactions contemplated hereby, all other Secured Obligations (as defined in the Guarantee Security Agreement), each Reaffirming Party hereby grants to the Initial Holder, a security interest in, all right, title or interest now owned or at any time hereafter acquired by such Reaffirming Party in, or in which such Reaffirming Party now has or at any time in the future may acquire any right, title or interest in, the Collateral. (c) Each Reaffirming Party hereby authorizes the Initial Holder at any time and Collateral Agreementfrom time to time to file in any Uniform Commercial Code jurisdiction any initial financing statements (including fixture filings) and amendments thereto without the signature of such Loan Reaffirming Party shall be secured pursuant to in such form and in such filing offices as the Security Documents in accordance with Initial Holder reasonably determines, that contain the terms and provisions thereofinformation required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, (b) each Loan Party hereby including (i) agrees that, notwithstanding whether the effectiveness of this Agreement, as of the Effective Date and after giving effect heretoReaffirming Party is an organization, the Loan Documents continue type of organization and any organizational identification number issued to be in full force the Reaffirming Party and effect, (ii) agrees thatin the case of a financing statement filed as a fixture filing, as a sufficient description of the Effective Date real property to which such Collateral relates. The Reaffirming Party agrees to provide all information necessary or desirable for such financing statements to the Initial Holder promptly upon request. In addition, each Reaffirming Party hereby authorizes and after giving effect agrees that such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Initial Holder may determine, in its sole discretion, is necessary, advisable or prudent to this Agreement and ensure the transactions contemplated hereby, all perfection of the Liens and security interests created and arising under each Security Document remain interest in full force and effect on a continuous basis with the priority required pursuant Collateral granted to the Loan Initial Holder in any of the Securities Documents, and (iii) affirms and confirms including, without limitation, describing such property as “all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement assets now owned or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall hereafter acquired” or “all personal property now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreementowned or hereafter acquired”.

Appears in 1 contract

Sources: Reaffirmation Agreement (Libbey Inc)

Reaffirmation. By executing Holdings, the Borrower and delivering each other Guarantor party hereto (each, a counterpart hereof“Reaffirming Party” and collectively, (athe “Reaffirming Parties”) each Guarantor hereby agrees that, as acknowledges its receipt of a copy of this Amendment and its review of the Effective Date terms and after giving effect conditions thereof and consents to the terms and conditions of this Agreement Amendment and the transactions contemplated hereby, all Obligations including the extension of credit to the Borrower that constitute Guarantor Obligations (as defined in the Guarantee form of Initial Term Commitments. Each Reaffirming Party hereby (a) affirms and Collateral Agreement) shall be guaranteed pursuant to confirms the Guaranty covenants and Collateral Agreement agreements contained in accordance with the terms and provisions thereof and each Loan Party hereby agrees thatDocument to which it is a party, including, in each case, such covenants and agreements as of the Effective Date and in effect immediately after giving effect to this Agreement Amendment and the transactions contemplated hereby, all (b) affirms and confirms its guarantee of the Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Guarantee Agreement, (c) affirms and confirms its prior pledges and grants of Liens on the Collateral to secure the Secured Obligations and other commitments under the Security Documents in accordance with the terms to which it is a party and provisions thereof, (bd) each Loan Party hereby agrees that (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date Guarantee Agreement and after giving effect hereto, the Loan Documents each Security Document to which it is a party shall continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement Amendment and the transactions contemplated hereby(ii) all guarantees, all of the Liens Liens, pledges, grants and security interests created and arising under each Security Document remain other commitments thereunder shall continue to be in full force and effect on a continuous basis with and shall secure the priority required pursuant to the Loan Documents, and Secured Obligations (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement Amendment including, without limitation, the extension of credit to the Borrower in the form of Initial Term Commitments) and shall accrue to the benefit of the Collateral Agent and the transactions contemplated herebyother Secured Parties, and (c) each Guarantor agrees that nothing in including without limitation, the Credit Agreement, Initial Term Lenders. [Remainder of this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement.page left intentionally blank]

Appears in 1 contract

Sources: Credit Agreement (Koppers Holdings Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Loan Party hereby agrees that, as of the Fourth Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated herebyFourth Amendment, all Obligations Obliga-tions of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Guarantee Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; and (bii) each Loan Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFourth Amendment, as of the Fourth Amendment Effective Date and after giving effect heretoto this Fourth Amendment, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Fourth Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (iiias 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 Amended Credit Agreement and each other Loan Document (including this Fourth Amendment) to which it is a party, 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 such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the Fourth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the other Loan Documents, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementFourth Amendment.

Appears in 1 contract

Sources: Credit Agreement (EVERTEC, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as Each of the Effective Date and after giving effect Credit Parties party to this Agreement and the transactions contemplated herebySecurity Agreement, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement the other Security Documents, in accordance with the terms each case as amended, restated, amended and provisions thereof and each Loan Party hereby agrees thatrestated, as of the Effective Date and after giving effect supplemented or otherwise modified from time to this Agreement and the transactions contemplated herebytime, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) acknowledges and agrees thatthat the New Term Loans are Term Loans, notwithstanding the effectiveness New Term Lenders are Term Lenders, the New Revolving Commitments are Revolving Commitments, the New Revolving Loans are Revolving Loans, the New Revolving Lenders are Revolving Lenders, the New Revolving Facility Exposure is Revolving Facility Exposure, the New Canadian Commitments are Canadian Commitments and the New Canadian Lenders are Canadian Lenders, and that all of this its obligations under the Security Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement Guaranty and the transactions contemplated hereby, all of the Liens other Security Documents to which it is a party are reaffirmed and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, (ii) reaffirms each Lien granted by such Credit Party to the priority required Collateral Agent for the benefit of the Secured Creditors and reaffirms the guaranties made pursuant to the Loan DocumentsGuaranty and Section 10.01 of the Amended Credit Agreement, and (iii) affirms acknowledges and confirms all agrees that the grants of its obligations security interests by, and liabilities under the guaranties of, the Credit Agreement Parties contained in the Security Agreement, the Guaranty and each the other Loan Document to which it is a partySecurity Documents are, and shall remain, in each case full force and effect after giving effect to this Agreement Third Amendment and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium or fees (if any) on, the New Term Loans, the New Canadian Commitments, the New Revolving Commitments and the transactions contemplated hereby, New Revolving Loans and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require New Revolving Facility Exposure under the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Amended Credit Agreement.

Appears in 1 contract

Sources: Credit Agreement (American Greetings Corp)

Reaffirmation. By executing 7.1. Each of the Parent Guarantors and delivering the Borrower (each, a counterpart hereof“Reaffirming Party”), on behalf of themselves and the Subsidiary Guarantors, hereby (a) each Guarantor hereby agrees thataffirms and confirms its guarantees, as pledges, grants of Liens, covenants, agreements and other commitments under the Effective Date Loan Documents to which it is a party and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees thatthat all guarantees, notwithstanding the effectiveness pledges, grants of this AgreementLiens, as of the Effective Date covenants, agreements and after giving effect hereto, other commitments under the Loan Documents and all Liens granted under the Collateral Documents shall continue to be in full force and effect, (ii) agrees that, as effect and shall accrue to the benefit of the Effective Date Secured Parties and after giving effect to this Agreement and shall not be impaired or discharged hereby or by the transactions contemplated hereby, all . 7.2. The representations and warranties of the Liens and security interests created and arising under each Security Document remain Reaffirming Party set forth in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document Documents to which it is a partyparty are, in each case after giving effect to hereto, true and correct in all material respects on and as of the Amendment No. 1 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case they shall be true and correct in all material respects as of such earlier date; provided, that, to the extent that any such representations and warranties are qualified by materiality, material adverse effect or similar language, such representations and warranties shall be true and correct in all respects. 7.3. After giving effect hereto, neither the amendment of the Existing Credit Agreement effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Agreement and Amendment No. 1, (i) impairs the transactions contemplated herebyvalidity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (cii) each Guarantor agrees requires that nothing in any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. 7.4. This Amendment No. 1 is a Loan Document. 7.5. This Amendment No. 1 shall not constitute a novation of the Existing Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementDocument.

Appears in 1 contract

Sources: Credit Agreement (Grindr Inc.)

Reaffirmation. By executing (A) Each of Holdings, the Borrowers and delivering the Subsidiary Guarantors (each, a counterpart hereof, “Reaffirming Party”) hereby (a) each Guarantor hereby agrees thataffirms and confirms its guarantees, as pledges, grants of Liens, covenants, agreements and other commitments under the Effective Date Loan Documents to which it is a party and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby agrees that (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the each Loan Documents Document to which it is a party shall continue to be in full force and effect, effect and (ii) agrees thatall guarantees, as pledges, grants of Liens, covenants, agreements and other commitments under the Effective Date and after giving effect Loan Documents shall continue to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain be in full force and effect on a continuous basis with the priority required pursuant and shall accrue to the benefit of the Secured Parties and shall not be affected, impaired or discharged hereby or by the transactions contemplated hereby. (B) The representations and warranties of each Reaffirming Party set forth in the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document Documents to which it is a partyparty are, in each case after giving effect to hereto, true and correct in all material respects on and as of the Restatement Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case they shall be true and correct in all material respects as of such earlier date. (C) After giving effect hereto, neither the restatement of the Original Credit Agreement effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Restatement Agreement and (i) impairs the transactions contemplated herebyvalidity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (cii) each Guarantor agrees requires that nothing in any new filings be made or other action taken to perfect or to maintain the Credit Agreement, this Agreement or any other Loan Document that did not require the consent perfection of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementLiens.

Appears in 1 contract

Sources: Credit Agreement (Lamar Advertising Co/New)

Reaffirmation. By executing and delivering a counterpart hereof, (ai) each Guarantor Credit Party hereby agrees that, as of the Fourth Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated herebyFourth Amendment, all Obligations of the each Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, ; and (bii) each Loan Credit Party hereby (iA) agrees that, notwithstanding the effectiveness of this AgreementFourth Amendment, as of the Fourth Amendment Effective Date and after giving effect heretoto this Fourth Amendment, the Loan Security Documents continue to be in full force and effect, (iiB) agrees that, as of the Fourth Amendment Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with basis, and the perfected status and priority required pursuant 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 Loan Documentsextent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (iiias 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 Amended Credit Agreement and each other Loan Document (including this Fourth Amendment), in each case, after giving effect to which it is this Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a partysecurity interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the Fourth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the other Loan Documents, in each case after giving effect to this Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit AgreementFourth Amendment.

Appears in 1 contract

Sources: Credit Agreement (PGT Innovations, Inc.)