Common use of Schedules Clause in Contracts

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLET, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Appears in 3 contracts

Samples: Credit Agreement (Nerdwallet, Inc.), Credit Agreement (Nerdwallet, Inc.), Credit Agreement (Nerdwallet, Inc.)

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Schedules. Schedule 1.1A: Commitments 1.1(a) Credit Card Guidelines Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 7.1 Subsidiaries Schedule 4.17: Environmental Matters 7.5 Consents Schedule 4.19(a): Financing Statements 7.7 Equity Capitalization Schedule 7.8 Indebtedness and Other Filings Contracts Schedule 7.2(d): Existing Indebtedness 7.12 Intellectual Property Rights Schedule 7.3(f): Existing Liens 7.22 Form of Secretary’s Certificate Schedule 7.8(e): 7.27 ERISA and UK Pension Schemes Schedule 7.32 Transactions with Affiliates Schedule 7.40 Material Contracts Schedule 8.25 Existing Investments EXHIBITS Exhibit A: [Reserved****] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED FIFTH AMENDED AND RESTATED CREDIT FINANCING AGREEMENT THIS This FIFTH AMENDED AND RESTATED CREDIT FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this “Agreement”), dated as of February 197, 2021, 2019 is being entered into by and among NERDWALLETRise SPV, INC.LLC, a Delaware limited liability company ( “Rise SPV”), and Today Card, LLC, a Delaware limited liability company (“Today Card”; together with Rise SPV, the “US Term Note Borrowers”), Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the “UK Borrower”), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“Elevate Credit” or the “US Last Out Term Note Borrower”; the US Term Note Borrowers, the UK Borrower and the US Last Out Term Note Borrower, each a “Borrower” and collectively, the “Borrowers”), Elevate Credit, Inc., a Delaware corporation (“NerdWalletElevate Credit Parent”), NERDWALLET COMPARE, INC., as a Delaware corporation Guarantor (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”defined herein), the several banks and other financial institutions or entities Guarantors (as defined herein) from time to time party to this Agreement hereto (each a “Lender” andsuch Guarantors, collectivelycollectively with the Borrowers, the “LendersCredit Parties”), SILICON VALLEY BANK (“SVB”)Victory Park Management, as the Issuing Lender and the Swingline Lender, and SVBLLC, as administrative agent and collateral agent (in such capacity, the “Agent”) for the Lenders and the Holders (in each as defined herein), and such capacities, together with any successors Lenders and assigns in such capacities, the “Administrative Agent”)Holders from time to time party hereto.

Appears in 3 contracts

Samples: Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.), Financing Agreement (Elevate Credit, Inc.)

Schedules. Schedule 1.1A: 1.01 — Guarantors Schedule 2.01 — Lenders and Commitments Schedule 1.1B: Existing Letters of Credit 3.08 — Subsidiaries Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 3.09 — Litigation Schedule 4.13: Pension 3.10 — Restrictive Agreements Schedule 3.14 - Tax Returns Schedule 3.16 — Employee Benefit Plans Schedule 4.15: Subsidiaries Schedule 4.17: 3.17 — Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 3.18 — Insurance Schedule 7.2(d): 3.19 — UCC Filing Offices Schedule 3.20(a) — Owned Real Property Schedule 3.20(b) — Leased Real Property Schedule 3.25 — Intellectual Property Schedule 5.12 — Post-Closing Collateral Matters Schedule 6.01(d) — Existing Indebtedness Schedule 7.3(f): 6.02 — Existing Liens Schedule 7.8(e): 6.05 — Existing Investments Schedule 6.16 — Affiliate Transactions EXHIBITS Exhibit A: [Reserved] A — Form of Administrative Questionnaire Exhibit B: B — Form of Assignment and Acceptance Exhibit C — Form of Borrowing Request Exhibit D-1 — Form of Guarantee and Collateral Agreement Exhibit D-2 — Form of Pledge Agreement Exhibit E — Form of Compliance Certificate Exhibit C: F — Form of Secretary’s/Managing Member’s Certificate Affiliate Subordination Agreement Exhibit D: G-1 — Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: G-2 — Form of Revolving Loan Note U.S. Tax Compliance Certificate Exhibit H-2: G-3 — Form of Swingline Loan Note U.S. Tax Compliance Certificate Exhibit I: [Reserved] Exhibit J: G-4 — Form of Collateral Information U.S. Tax Compliance Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 9, 2014 (this “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLET, INC.XXXX RENTAL LLC, a Delaware corporation limited liability company (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement XXXX LLC, a Delaware limited liability company (each a “Lender” and, collectively, the “LendersParent”), SILICON VALLEY BANK XXXX HOLDINGS LLC, a Delaware limited liability company (“SVBHoldings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article 1), and CREDIT SUISSE AG (“Credit Suisse”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacitiescapacity, together with including any successors and assigns successor thereto in such capacitiescapacity, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto in such capacity, the “Collateral Agent”) for the Lenders. The Borrower has requested the Lenders to extend credit in the form of Loans on the Closing Date in an aggregate principal amount not in excess of $575,000,000. The Borrower shall use the proceeds of the Loans solely (i) to redeem its outstanding 9.625% Senior Secured Notes due 2016 (the “Existing Notes”) in full in accordance with the indenture related thereto, (ii) to recapitalize its capital structure by paying a cash distribution on the Closing Date to direct and indirect holders of its Equity Interests in an aggregate amount not to exceed $355,000,000 (the “2014 Distribution”)., (iii) for general corporate purposes and (iv) to pay fees and expenses incurred in connection with the Transactions, including prepayment premiums in connection with the redemption of the Existing Notes. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Neff Corp), Second Lien Credit Agreement (Neff Corp)

Schedules. Schedule 1.1A: Commitments 1.01(a) Refinancing Indebtedness to Be Repaid Schedule 1.1B: Existing Letters of Credit 1.01(b) Subsidiary Guarantors Schedule 4.4: 3.03 Governmental Approvals, Consents, Authorizations, Filings and Notices ; Compliance with Laws Schedule 4.13: Pension Plans 3.06(c) Violations or Proceedings Schedule 4.15: Subsidiaries 3.08 Litigation Schedule 4.17: 3.09 Material Agreements Schedule 3.13 Taxes Schedule 3.18 Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 3.19 Insurance Schedule 7.2(d): 3.24(a), (b), (c) Non-Operating Liabilities Schedule 4.01(g) Local Counsel Schedule 5.14 Post-Closing Matters Schedule 6.01(b) Existing Indebtedness Schedule 7.3(f): 6.02(c) Existing Liens Schedule 7.8(e): 6.04(b) Existing Investments EXHIBITS Exhibit A: [Reserved] A Form of Administrative Questionnaire Exhibit B: B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit C: E Form of Secretary’s/Managing Member’s Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G [Intentionally Omitted] Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J [Intentionally Omitted] Exhibit K-1 Form of Term Note Exhibit K-2 Form of Revolving Note Exhibit K-3 Form of Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit D: L-2 Form of Perfection Certificate Supplement Exhibit M Form of Security Agreement Exhibit N [Intentionally Omitted] Exhibit O Form of Solvency Certificate Exhibit E: P Form of Assignment and Assumption Exhibits F-1 – F-4: Forms Intercompany Note Exhibit Q Form of U.S. Tax Compliance Non-Bank Certificate Exhibit G: [Reserved] Exhibit H-1: R Form of Revolving Loan Note Exhibit H-2: Form Opinion of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED Ropes & Xxxx LLP CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (this “Agreement”), ) dated as of January 18, 2007, as amended and restated as of February 1916, 20212007, is entered into by and among NERDWALLETMATTRESS HOLDING CORP., a Delaware corporation., as borrower (the “Borrower”), MATTRESS HOLDCO, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “BorrowerHoldings”), the several banks Subsidiary Guarantors (such term and each other financial institutions or entities from time capitalized term used but not defined herein having the meaning given to time party to this Agreement (each a “Lender” and, collectivelyit in Article I), the Lenders, UBS SECURITIES LLC, as sole arranger and sole bookrunner (in such capacity, LendersArranger”) and as syndication agent (in such capacity, “Syndication Agent”), SILICON VALLEY UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), AMEGY BANK NATIONAL ASSOCIATION, as documentation agent (in such capacity, SVBDocumentation Agent”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacitiescapacity, together with any successors and assigns in such capacities, the “Administrative Agent”)) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank.

Appears in 2 contracts

Samples: Credit Agreement (Mattress Firm Holding Corp.), Credit Agreement (Mattress Firm Holding Corp.)

Schedules. Schedule 1.1A1 - Commitments; Capital Contributions; Partnership Units; Percentage Interests Schedule 2 - Major Decisions Schedule 3 - Subsidiaries Schedule 4 - Principles of Conversion to Common Interests EXHIBITS: Commitments Schedule 1.1B: Existing Letters Exhibit A - Form of Shared Services Agreement Exhibit B - Form of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Enhancement Services Agreement Exhibit A: [Reserved] Exhibit B: C - Form of Compliance Certificate Indemnity Agreement Exhibit C: Form D - Example (Special Allocation of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation Modified Net Income) THE PARTNERSHIP INTERESTS DESCRIBED IN THIS SECOND AMENDED AND RESTATED CREDIT LIMITED PARTNERSHIP AGREEMENT THIS OF ROSELAND RESIDENTIAL, L.P. HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. THE PARTNERSHIP INTERESTS MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, OR OFFERED FOR SALE OR OTHER DISPOSITION, UNLESS A REGISTRATION STATEMENT UNDER THOSE LAWS IS THEN IN EFFECT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS IS THEN APPLICABLE, AND UNLESS THE PROVISIONS OF SECTION 12 ARE SATISFIED. SECOND AMENDED AND RESTATED CREDIT LIMITED PARTNERSHIP AGREEMENT OF ROSELAND RESIDENTIAL, L.P. THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as it may be amended or supplemented from time to time, this “Agreement”) of ROSELAND RESIDENTIAL, L.P., a Delaware limited partnership (the “Partnership”), dated as of February 19, 2021, is entered into as of , 2017 (the “Effective Date”), by and among NERDWALLETROSELAND RESIDENTIAL TRUST, INC.a Maryland real estate investment trust, as the general partner of the Partnership (together with its permitted successors, assigns and transferees, “RRT,” and the “General Partner”), RPIIA-RLA, L.L.C., a Delaware corporation limited liability company (together with its permitted successors, assigns and transferees, NerdWalletRockpoint Class A Preferred Holder”), NERDWALLET COMPAREand RPIIA-RLB, INC.L.L.C., a Delaware corporation limited liability company (together with its permitted successors, assigns and transferees, NW Compare” Rockpoint Class B Preferred Holder”, and together with NerdWallet, individually and collectively as the context requires, jointly and severallyRockpoint Class A Preferred Holder, the “BorrowerRockpoint Preferred Holders”, each a Limited Partner), such other Persons who are admitted to the Partnership as Partners and, solely with respect to Sections 8(b) and 10(g)(iii), XXXX-XXXX REALTY CORPORATION, a Maryland corporation and an indirect owner of the Partnership (“MCRC”), the several banks and other financial institutions or entities from time to time party to XXXX-XXXX REALTY, L.P., a Delaware limited partnership and an indirect owner of Partnership Interests (“MCRLP”). Capitalized terms in this Agreement (each a “Lender” and, collectively, shall have the “Lenders”), SILICON VALLEY BANK (“SVB”), meanings set forth in Section 1 or as defined elsewhere in this Agreement or in the Issuing Lender annexed Schedules and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)Exhibits.

Appears in 2 contracts

Samples: Shared Services Agreement (Mack Cali Realty L P), Limited Partnership Agreement (Mack Cali Realty L P)

Schedules. Schedule 1.1A: 1.01(a) Lenders, Commitments and Offices Schedule 1.1B: Existing Letters of Credit 1.01(b) Excluded Affiliates Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 5.07 Litigation Schedule 4.13: Pension Plans 5.08 Material Liabilities Schedule 4.15: 5.09(b) Filing Offices Schedule 5.18 Guarantor Subsidiaries Schedule 4.17: Environmental Matters 5.19 Investments Schedule 4.19(a): Financing Statements and Other Filings 7.02(f) Transactions with Affiliates Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments 11.11 Notice Information EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: A Form of Notice of Borrowing Exhibit L: B Form of Note Exhibit C Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED Interest Rate Election Exhibit D Form of Borrowing Base Certificate Exhibit E Form of Lender Assignment Agreement Exhibit F Term Loan Definitions Exhibit G Form of Addendum Exhibit H Form of Investment Letter Exhibit I-1 Independent Engineer’s [First] [Second] Train Completion Date Certificate Exhibit J-1 Independent Engineer’s Tank Completion Date Certificate Exhibit J-2 Borrower’s Tank Completion Date Certificate Exhibit K Performance Test Plan This REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of February 19April 8, 20212010, is entered into by and among NERDWALLETREG MARKETING & LOGISTICS GROUP, LLC (“REG Marketing”), and REG SERVICES GROUP, LLC (“REG Services”), each an Iowa limited liability company, each as a borrower (each, a “Borrower,” and collectively the “Borrowers”); RENEWABLE ENERGY GROUP, INC., a Delaware corporation (the NerdWalletGuarantor”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as each of the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities Lenders from time to time a party to this Agreement (each a “Lender” andhereto; WESTLB AG, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVBNEW YORK BRANCH, as administrative agent and for the Lenders; WESTLB AG, NEW YORK BRANCH, as collateral agent for the Lenders (in such capacitiesSenior Secured Parties; and WESTLB AG, together with any successors NEW YORK BRANCH, as Sole Lead Arranger and assigns in such capacities, the “Administrative Agent”)Sole Bookrunner.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Renewable Energy Group, Inc.), Revolving Credit Agreement (Renewable Energy Group, Inc.)

Schedules. Schedule 1.1A: 1.1(a) Initial Term Loan Commitments Schedule 1.1B: Existing Letters of Credit 1.1(b) Revolving Loan Commitments Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 3.6 Litigation Schedule 3.11 Subsidiaries and Notices Stock and Stock Equivalents Schedule 4.13: Pension Plans 4.12 Post-Closing Requirements Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): 5.1(b) Existing Liens Schedule 7.8(e): 5.2(f) Existing Investments Schedule 5.3(c) Surviving Indebtedness Schedule 5.7 Transactions with Affiliates Schedule 5.12(b) Negative Pledge Schedule 9.2 Agent’s Office, Certain Addresses for Notices EXHIBITS Exhibit A: [Reserved] Exhibit B: 1.1(d) Form of Compliance Certificate Swing Loan Request Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: 1.6 Form of Notice of Conversion/Continuation Exhibit 1.7 Form of Notice of Prepayment Exhibit 2.1(f) Form of Solvency Certificate Exhibit 4.2(b) Form of Compliance Certificate Exhibit 9.9(g)(i)(A) Form of Affiliated Lender Assignment and Assumption Exhibit 11.1(a) Form of Assignment and Assumption Exhibit 11.1(c) Form of Notice of Borrowing Exhibit 11.1(d) Form of Revolving Note Exhibit 11.1(e) Form of Swingline Note Exhibit 11.1(f) Form of Term Note AMENDED AND RESTATED CREDIT AGREEMENT THIS This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”), dated ) is entered into as of February 19July 1, 2021, is entered into by and among NERDWALLET, INC.R1 RCM Inc., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, Bank of America, N.A. (in its individual capacity, “Bank of America”), as Agent for the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders” and individually each a “Lender), SILICON VALLEY BANK (“SVB”), as the Issuing Lender ) and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)Lenders.

Appears in 2 contracts

Samples: Credit Agreement (R1 RCM Inc.), Credit Agreement (R1 RCM Inc.)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments SCHEDULE 1.1(A) — PRICING GRID SCHEDULE 1.1(B) — COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E) — EXISTING LETTERS OF CREDIT SCHEDULE 1.1(P) — PERMITTED LIENS SCHEDULE 5.1.1 — QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.2 — SUBSIDIARIES SCHEDULE 5.1.5 — LITIGATION SCHEDULE 5.1.12 — ERISA COMPLIANCE SCHEDULE 5.1.13 — ENVIRONMENTAL DISCLOSURES EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED EXHIBIT 1.1(A) — ASSIGNMENT AND RESTATED ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) — GUARANTOR JOINDER EXHIBIT 1.1(G)(2) — GUARANTY AGREEMENT (ATI) EXHIBIT 1.1(G)(3) — GUARANTY AGREEMENT (SUBSIDIARIES) EXHIBIT 1.1(I) — INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(N)(1) — REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) — SWING NOTE EXHIBIT 2.4.1 — REVOLVING CREDIT LOAN REQUEST EXHIBIT 2.4.2 — SWING LOAN REQUEST EXHIBIT 7.3.3 — QUARTERLY COMPLIANCE CERTIFICATE CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)is dated July 31, dated as of February 19, 2021, 2007 and is entered into made by and among NERDWALLET, INC.ATI FUNDING CORPORATION, a Delaware corporation (“NerdWalletATI Funding”), NERDWALLET COMPARETDY HOLDINGS, INC.LLC, a Delaware corporation limited liability company (“NW CompareTDYH”) (ATI Funding and TDYH are each a “Borrower” and together with NerdWallet, individually and collectively as the context requires, jointly and severallycollectively, the “BorrowerBorrowers”), each of the several banks and other financial institutions or entities from time GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (as hereinafter defined) (hereinafter referred to time party to in such capacity as the “Administrative Agent”), CITIBANK, N.A., in its capacity as co-syndication agent for the Lenders under this Agreement, JPMORGAN CHASE BANK, N.A., in its capacity as co-syndication agent for the Lenders under this Agreement (each a “LenderCo-Syndication Agentand, collectively, and hereinafter collectively referred to in such capacity as the “LendersCo-Syndication Agents”), SILICON VALLEY BANK (“SVB”)OF AMERICA N.A., in its capacity as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral co-documentation agent for the Lenders under this Agreement, BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, in its capacity as co-documentation agent for the Lenders under this Agreement (each a “Co-Documentation Agent” and hereinafter collectively referred to in such capacitiescapacity as the “Co-Documentation Agents”), together with any successors CREDIT SUISSE, CAYMAN ISLANDS BRANCH, in its capacity as co-managing agent for the Lenders under this Agreement, WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as co-managing agent for the Lenders under this Agreement, NATIONAL CITY BANK, in its capacity as co-managing agent for the Lenders under this Agreement, and assigns THE BANK OF NEW YORK, in its capacity as co-managing agent for the Lenders under this Agreement (each a “Co-Managing Agent” and hereinafter collectively referred to in such capacitiescapacity as the “Co-Managing Agents”). The Borrowers have requested the Lenders to provide a revolving credit facility (including a letter of credit subfacility) to the Borrowers in an aggregate principal amount, subject to Section 2.5 [Increase in Revolving Credit Commitments], not to exceed Four Hundred Million and 00/100 Dollars ($400,000,000.00). In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the “Administrative Agent”).parties hereto covenant and agree as follows:

Appears in 2 contracts

Samples: Credit Agreement (Allegheny Technologies Inc), Credit Agreement (Allegheny Technologies Inc)

Schedules. Schedule 1.1A: 1.1Purchasers and Commitments Schedule 1.1B2.2(f)Prepaid Amounts Schedule 3.2Material Product Agreements Schedule 4.1Perfection Actions Schedule 5.11(a)Product Intellectual Property Schedule 13.1Disqualified Lender List Schedule 15.1(a)Description of Glepaglutide Schedule 15.1(b)Description of Specified Assets Schedule 15.1(c)Description of V-Go Schedule 15.1(d)Description of Zegalogue EXHIBITS: Existing Letters Exhibit A-1Description of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Collateral Exhibit A: [Reserved] A-2Agreed Security Principles Exhibit B: A-3Danish Collateral Documents Exhibit A-4Danish Form of Compliance Share Charge Agreement Exhibit BForm of Purchase Notice Exhibit CCompliance Certificate Exhibit C: Form DForm of Secretary’s/Managing Member’s Certificate Note Exhibit D: Form EForm of Solvency Certificate Guarantee Assumption Agreement Exhibit E: Form FCustomary Subordination Terms Exhibit GForm of Assignment and Assumption Press Release Exhibit HForm of Revenue Report Exhibit IForm of “DashBoard” Report Exhibits F-1 J-1 F-4: Forms J-4Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT Certificates ​ ​ ​ NOTE PURCHASE AGREEMENT THIS AMENDED AND RESTATED CREDIT NOTE PURCHASE AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”), ) is made and dated as of February 19December 13, 20212021 (the “Effective Date”) among the Purchasers listed on Schedule 1.1 hereof or otherwise a party hereto from time to time (each a “Purchaser” and collectively, is entered into by and among NERDWALLETthe “Purchasers”), INC.Zoolander SA LLC, a Delaware limited liability company, as agent for the Purchasers (in such capacity, “Purchaser Agent”), Zealand Pharma US, Inc., a Delaware corporation (“NerdWalletIssuer”), NERDWALLET COMPARE, INC.Zealand Pharma A/S, a Delaware corporation public limited liability company (in Danish: aktieselskab) organized under the laws of the Kingdom of Denmark (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “BorrowerParent”), and the several banks and other financial institutions or entities Obligors from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), hereto. The parties agree as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).follows:

Appears in 2 contracts

Samples: Note Purchaser Agreement (Zealand Pharma a/S), Note Purchaser Agreement (Zealand Pharma a/S)

Schedules. Schedule 1.1A: Commitments 1.1 -- Co-branded Products Schedule 1.1B: Existing Letters 1.2 -- List of Credit Competitors Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 1.3 -- Unique Components Schedule 4.13: Pension Plans 1.4 -- Specifications for Co-branded Products Schedule 4.15: Subsidiaries 2.5 -- Federal Opportunities Schedule 4.17: Environmental Matters 3.3 -- Market Development Schedule 4.19(a): Financing Statements and Other Filings 3.4 -- Sales Information Schedule 7.2(d): Existing Indebtedness 3.5.2 -- Demo Units Schedule 7.3(f): Existing Liens 3.5.3 -- Training Schedule 7.8(e): Existing Investments 3.12 -- Evaluation Units Schedule 4.1 -- Pricing Provisions Schedule 4.1.1 -- Xxxx Up Schedule Schedule 5.3 -- Cancellation Fees Schedule 5.6 -- Recirculation Schedule 17.2 -- Trademark Schedule 20.4 -- ARR EXHIBITS Exhibit A: [Reserved] Exhibit B: A -- Form of Compliance Certificate FIR Measurement Exhibit C: B -- Co-branded Product Service and Support Agreement Exhibit C -- Co-branded Product Roadmap and Schedule Exhibit D -- StorageTek Software License Terms Exhibit E -- Critical End Product Parameters Exhibit F -- Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation Scorecard AMENDED AND RESTATED CREDIT DISTRIBUTOR AGREEMENT THIS AMENDED AND RESTATED CREDIT DISTRIBUTOR AGREEMENT (this “Agreement”"AGREEMENT") is made and entered into effective as of April 15, 2004 (the "EFFECTIVE DATE"), dated as of February 19, 2021, is entered into by and among NERDWALLETLSI LOGIC STORAGE SYSTEMS, INC., a Delaware corporation having its principal place of business at 0000 Xxxxxx Xxxx, Milpitas, California 95035 (“NerdWallet”"SSI") and Storage Technology Corporation, a Delaware corporation having its principal place of business at Xxx XxxxxxxXxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 ("STORAGETEK"), NERDWALLET COMPARE, INC.. SSI and StorageTek are referred to individually as a Party and collectively as the Parties. RECITALS LSI Logic Corporation, a Delaware corporation (“NW Compare” "LSI LOGIC"), and together with NerdWalletStorageTek entered into the Master Distribution Agreement for the Co-branded Products (the "ORIGINAL AGREEMENT" on January 20, individually 2002 (the "ORIGINAL AGREEMENT EFFECTIVE DATE") to pursue a strategic alliance, through which StorageTek and collectively its Subsidiaries could, as a master distributor, purchase Co-branded Products from LSI Logic and its Subsidiaries, in particular SSI, in order to resell, license or lease these Co-branded Products to End Users and Distributors worldwide. LSI Logic assigned the context requiresOriginal Agreement to SSI on April 15, jointly 2004. The Parties have agreed to enter into this amended and severallyrestated agreement under which SSI will be the developer and manufacturer of the Co-branded Products and StorageTek and its Subsidiaries would, as a distributor, purchase Co-branded Products from SSI in order to resell, license or lease these Co-branded Products to End Users and Distributors worldwide pursuant to the terms and conditions set forth in this Agreement. In consideration of the mutual covenants in this Agreement, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).Parties agree:

Appears in 2 contracts

Samples: Distributor Agreement (Engenio Information Technologies, Inc.), Distributor Agreement (Engenio Information Technologies, Inc.)

Schedules. Schedule 1.1A: 1.01(a) - Threshold Percentage Schedule 1.01(b) - Severance Costs Schedule 2.01 - Lenders and Revolving Credit Facility Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 3.08 - Subsidiaries Schedule 4.17: Environmental Matters 3.09 - Litigation Schedule 4.19(a): Financing Statements and Other Filings 3.12 - Investment Company Act Registrations Schedule 7.2(d): 3.18 - Insurance Schedule 3.19 - UCC Filing Offices Schedule 3.20 - Leased Real Property Schedule 3.24(a)(i) - Funds Schedule 3.24(a)(ii) - Separately Managed Accounts Schedule 3.24(b) - Management Agreements Schedule 3.25(a) - Investment Advisers Act Registrations Schedule 6.01 - Existing Indebtedness Schedule 7.3(f): 6.02 - Existing Liens Schedule 7.8(e): 6.04(a) - Existing Investments Schedule A-1 - Administrative Agent’s Account EXHIBITS Exhibit A: [Reserved] A - Form of Administrative Questionnaire Exhibit B: B - Form of Assignment and Acceptance Exhibit C - Form of Borrowing Request Exhibit D - Form of Guarantee and Collateral Agreement Exhibit E - Form of Affiliate Subordination Agreement Exhibit F - Form of Compliance Certificate Exhibit C: G - [Reserved] Exhibit H - Form of Secretary’s/Managing Member’s Certificate Irrevocable Direction Letter Exhibit D: I - Form of Solvency Certificate Note Exhibit E: J - Form of Assignment and Assumption Exhibits F-1 – F-4: Forms Undertaking Agreement Exhibit K - Form of Intercreditor Agreement[Reserved] Exhibit L - Management Agreement Requirements Exhibit M-1 - Form of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: M-2 - Form of Revolving Loan Note U.S. Tax Compliance Certificate Exhibit H-2: M-3 - Form of Swingline Loan Note U.S. Tax Compliance Certificate Exhibit I: [Reserved] Exhibit J: M-4 - Form of Collateral Information U.S. Tax Compliance Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (this “Agreement”), dated as of February August 19, 20212014, is entered into by and among NERDWALLET, INC.MEDLEY LLC, a Delaware corporation limited liability company (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks Lenders (such term and each other financial institutions or entities from time to time party to capitalized term used but not defined in this Agreement (each a “Lender” and, collectively, introductory statement having the “Lenders”meaning given it in Article I), SILICON VALLEY BANK and CITY NATIONAL BANK, a national banking association (“SVBCNB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacitiescapacity, together with including any successors and assigns in such capacitiessuccessor thereto, the “Administrative Agent”)) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders and the Bank Product Providers.

Appears in 2 contracts

Samples: Credit Agreement (Medley LLC), Credit Agreement (Medley Management Inc.)

Schedules. Schedule 1.1A: Commitments 1.1 – Expense Allowance Schedule 1.1B: Existing Letters of Credit 1.2 – Reinsured Portfolios Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 1.3 – Non-Transitioned TPAs Schedule 2.2 – Rate Increase Disputes Schedule 2.4 – Contests and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments Disputes EXHIBITS Exhibit A: [Reserved] A – Data and other Reporting Requirements Exhibit B: Form of Compliance Certificate A-1 – Reserve Calculation Dataset Exhibit C: Form of Secretary’s/Managing Member’s Certificate A-2 – Covered Insurance Policies Data Exhibit D: Form of Solvency Certificate A-3 – Cash Flow Testing Service Specifications Exhibit E: Form of Assignment and Assumption Exhibits F-1 A-4 F-4: Forms of U.S. Tax Compliance Certificate Loss Recognition Testing Service Specifications Exhibit G: [Reserved] B – Settlement Statement Exhibit H-1: Form of Revolving Loan Note C – Investment Guidelines Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: D – Form of Collateral Information Certificate Trust Agreement Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation E – Valuation Methodology Memorandum APPENDICES Appendix A – Administrative Appendix AMENDED AND RESTATED CREDIT COMBINATION COINSURANCE AND MODIFIED COINSURANCE AGREEMENT THIS AMENDED AND RESTATED CREDIT COMBINATION COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (this “Agreement”) is effective as of 12:00:01 a.m. Eastern Time on June 1, 2020 (the “Amendment Date”) by and between THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, a Texas-domiciled life insurance company (the “Ceding Company”), dated as of February 19and FORTITUDE REINSURANCE COMPANY, 2021, is entered into by and among NERDWALLET, INCLTD., a Delaware corporation Bermuda-domiciled reinsurance company (the NerdWalletReinsurer”), NERDWALLET COMPAREwhich has been executed and delivered by the Parties hereto on this 2nd day of June 2020. For purposes of this Agreement, INC., the Ceding Company and the Reinsurer shall each be deemed a Delaware corporation (NW CompareParty” and together with NerdWallet, individually and collectively as the context requires, jointly and severallytogether, the “BorrowerParties), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Appears in 2 contracts

Samples: Combination Coinsurance and Modified Coinsurance Agreement (SAFG Retirement Services, Inc.), Combination Coinsurance and Modified Coinsurance Agreement (SAFG Retirement Services, Inc.)

Schedules. Schedule 1.1A: Commitments 1.1(A) Other Liens Schedule 1.1B: Existing Letters 1.1(B) Other Indebtedness Schedule 1.1(C) Lien States Schedule 3.1(A) List of Credit Closing Documents Schedule 4.4: Governmental Approvals4.1(B) Capitalization of Loan Parties Schedule 4.6 Trade Names (Present and Past Five Years) Schedule 4.7 Location of Principal Place of Business, Consents, Authorizations, Filings Books and Notices Records and Collateral Schedule 4.13: Pension Plans 4.9 Litigation Schedule 4.15: Subsidiaries 4.13 Intellectual Property Schedule 4.17: 4.15 Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 4.20 Bank Accounts Schedule 7.2(d): Existing Indebtedness 4.21 Subsidiaries Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments 4.22 Employee Matters SCHEDULE 7.4 OTHER INVESTMENTS, LOANS AND ADVANCES EXHIBITS Exhibit A: [Reserved] A Form of Borrowing Base Certificate Exhibit B: B Form of Compliance Certificate Exhibit C: C Form of Secretary’s/Managing Member’s Certificate Inventory Report Exhibit D: Form of Solvency Certificate Exhibit E: D Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] E Pro Forma Exhibit H-1: F Form of Revolving Loan Note Reconciliation Report Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: G Form of Notice of Borrowing Exhibit L: H Form of Revolving Note Exhibit I Form of Swingline Note Exhibit J Form of Notice of Conversion/Continuation AMENDED EXHIBIT 2.1(C) INVENTORY RESERVES AS OF CLOSING DATE EXHIBIT 5.1(D) FORM OF ACCOUNTANTS LETTER LOAN AND RESTATED CREDIT SECURITY AGREEMENT THIS AMENDED This LOAN AND RESTATED CREDIT SECURITY AGREEMENT (this “Agreement”), is dated as of February 19May __, 2021, is 1997 and entered into by among CHIEF AUTO PARTS INC., a Delaware corporation ("Borrower"), with its principal place of business at One Lincoln Centre, Suite 200, 5400 XXX Xxxxxxx, Xxxxxx, Xxxxx 00000-0000, xxe financial institution(s) listed on the signature pages hereof and among NERDWALLETtheir respective successors and assigns (each individually a "Lender" and collectively "Lenders") and HELLXX XXXANCIAL, INC., a Delaware corporation (“NerdWallet”in its individual capacity, "Hellxx"), NERDWALLET COMPAREwith offices at 500 Xxxx Xxxxxx, INC.Xxxxxxx, Xxxxxxxx 00000, xxr itself as a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (Agent. All capitalized terms used herein are defined in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)Section 1 of this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Chief Auto Parts Inc), Loan and Security Agreement (Chief Auto Parts Inc)

Schedules. Schedule 1.1A: Commitments 1.1(a) Revolving Credit Commitment Schedule 1.1B: 1.1(b) Existing Letters of Credit and Existing Banker’s Acceptance Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 1.1(c) Security Documents Schedule 1.1(d) Account Debtors Schedule 9.1 Corporate Structure of Holdings and Notices its Subsidiaries Schedule 4.13: 9.4 Litigation Schedule 9.12 Benefit Plans and Pension Plans Schedule 4.15: Subsidiaries 9.13 Intellectual Property Schedule 4.17: 9.14 Environmental Matters Schedule 4.19(a): Financing Statements 9.15 Real Property Schedule 10.9 Deposit and Other Filings Securities Accounts Schedule 7.2(d): Existing 10.14(d) Post-Closing Actions Schedule 11.1 Indebtedness Schedule 7.3(f): Existing 11.2 Closing Date Liens Schedule 7.8(e): Existing 11.5 Closing Date Investments Schedule 11.10 Affiliate Transactions Schedule 14.2 Notice Addresses EXHIBITS Exhibit A: [Reserved] A Assignment and Acceptance Exhibit B: B-1 Collateral Access Agreement – US Credit Parties Exhibit B-2 Collateral Access Agreement – Canadian Credit Parties Exhibit C-1 Customs Broker Agreement – US Credit Parties Exhibit C-2 Customs Broker Agreement – Canadian Credit Parties Exhibit D Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Intercompany Note Exhibit H-2: Form E Joinder Agreement Exhibit F Letter of Swingline Loan Credit Request Exhibit G Lender Promissory Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of H Notice of Borrowing and Conversion or Continuation Exhibit L: Form of Notice of ConversionI Borrowing Base Certificate Exhibit J Credit Card Notification Exhibit K ABL/Continuation AMENDED AND RESTATED Term Loan Intercreditor Agreement CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19June 3, 20212016, is entered into by and among NERDWALLET, CANADA GOOSE HOLDINGS INC., a Delaware corporation existing under the laws of British Columbia (“NerdWalletHoldings”), NERDWALLET COMPARE, CANADA GOOSE INC., a Delaware corporation existing under the laws of Ontario (“CGI Borrower”), CANADA GOOSE INTERNATIONAL AG, a corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland (NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Swiss Borrower”), the several banks and other financial lending institutions or entities from time to time party to this Agreement parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY and CANADIAN IMPERIAL BANK (“SVB”)OF COMMERCE, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”), and as the Letter of Credit Issuer and Swingline Lender (such terms and each other capitalized term used but not defined in this preamble shall have the meaning provided in Section 1.1).

Appears in 2 contracts

Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)

Schedules. Schedule 1.1A: 1.1(a): Lenders and Commitments Schedule 1.1B1.1(b): Business Segments Schedule 2.18(a): Credit Card Arrangements Schedule 2.18(b): Blocked Accounts Schedule 3.01: Existing Letters of Credit Organization Information Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 3.05(b): Intellectual Property Schedule 4.13: Pension Plans 3.05(c)(i): Owned Real Property Schedule 4.15: Subsidiaries 3.05(c)(ii): Leased Real Property Schedule 4.17: Environmental 3.06(a): Disclosed Matters Schedule 4.19(a3.12: Subsidiaries; Joint Ventures Schedule 3.14: Collective Bargaining Agreements Schedule 5.01(i): Financing Statements and Other Filings Reporting Requirements Schedule 7.2(d5.16(a): Mortgaged Properties Schedule 5.17: Post-Closing Matters Schedule 6.01: Existing Indebtedness Schedule 7.3(f): 6.02: Existing Liens Encumbrances Schedule 7.8(e): Existing 6.04: Permitted Investments EXHIBITS Exhibit ASchedule 6.05: [Reserved] Exhibit BPermitted Dispositions Schedule 6.07: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED Affiliate Transactions CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19October 9, 2021, is entered into by and among NERDWALLET2007 among: VH MERGERSUB, INC., a Delaware corporation . (“NerdWallet”Merger Sub” and, prior to the Merger (as defined below), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Lead Borrower”), a corporation organized under the several banks laws of the State of Delaware, to be merged (the “Merger”) with and other financial institutions or entities into GUITAR CENTER, INC. (“Guitar Center” and, after the Merger, the “Lead Borrower”), a corporation organized under the laws of the State of Delaware, in each case for itself and in conjunction with its capacity as Lead Borrower as agent for the Borrowers; and The BORROWERS AND THE FACILITY GUARANTORS from time to time party to this Agreement (each hereto; and JPMORGAN CHASE BANK, N.A., a “Lender” andnational banking association, collectivelyhaving a place of business at 000 Xxxx Xxxxxx, the “Lenders”)Xxx Xxxx, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVBXxx Xxxx 00000, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”)., and as collateral agent (in such capacity, the “Collateral Agent”), for its own benefit and the benefit of the other Secured Parties; and The LENDERS party hereto; and Each SYNDICATION AGENT AND CO-DOCUMENTATION AGENT (as defined herein); in consideration of the mutual covenants herein contained and benefits to be derived herefrom, the parties hereto agree as follows:

Appears in 2 contracts

Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)

Schedules. Schedule 1.1A: 1 Initial Commitments and Percentages Schedule 1.1B: Existing Letters 2 Contents of Credit Monthly Report Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 3 Reserved Schedule 4.13: Pension Plans 4 GICS Industry Classifications Schedule 4.15: Subsidiaries 5 Approved Broker Dealers Schedule 4.17: Environmental Matters 6 Notice Information Schedule 4.19(a): Financing Statements and Other Filings 7 Authorized Persons Schedule 7.2(d): Existing Indebtedness 8 Diversity Score Calculations Schedule 7.3(f): Existing Liens 9 Loan Tape Information Schedule 7.8(e): Existing Investments 10 Reserved Schedule 11 Xxxxx’x Ratings Definitions Schedule 12 S&P Ratings Definitions EXHIBITS Exhibit A: [Reserved] Exhibit B: A Form of Compliance Certificate Approval Request Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B Form of Notice of Borrowing (with attached form of Borrowing Base Calculation Statement) Exhibit L: C Form of Notice of Conversion/Continuation AMENDED Prepayment Exhibit D Form of Assignment and Acceptance Exhibit E Form of Note Exhibit F Form of Tax Compliance Certificates Exhibit G Reserved Exhibit H Form of Request for Release and Receipt Exhibit I Form of Monthly Report CREDIT AND RESTATED SECURITY AGREEMENT CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)SECURITY AGREEMENT, dated as of February 19May 31, 20212023, is entered into by and among NERDWALLET, INC.TECH INCOME FUNDING II LLC, a Delaware corporation limited liability company, as borrower (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), OWL ROCK TECHNOLOGY INCOME CORP., a Maryland corporation, as Collateral Manager (in such capacity, the several banks “Collateral Manager”) and other financial institutions or entities as Equityholder (in such capacity, the “Equityholder”), the LENDERS from time to time party to this Agreement (each a “Lender” andhereto, collectivelyCITIBANK, the “Lenders”), SILICON VALLEY BANK N.A. (“SVBCitibank”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders Secured Parties (as hereinafter defined) (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”), STATE STREET BANK AND TRUST COMPANY (the “Bank”), as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) and as collateral administrator (in such capacity, the “Collateral Administrator”), and ALTER DOMUS (US) LLC, a Delaware limited liability company, as custodian (the “Custodian”).

Appears in 2 contracts

Samples: Credit and Security Agreement (Blue Owl Technology Income Corp.), Credit and Security Agreement (Owl Rock Technology Income Corp.)

Schedules. Schedule 1.1A: 1.01 Commitments Schedule 1.1B: Existing Letters of Credit 7.04 Litigation Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 7.12 Subsidiaries; Opcos Schedule 4.13: Pension Plans 7.13 Intellectual Property Schedule 4.15: Subsidiaries Schedule 4.17: 7.14 Environmental Matters Schedule 4.19(a): Financing Statements and 7.15 Real Property Schedule 7.18 Principal Place of Business/Chief Executive Office Schedule 7.21 Contractual or Other Filings Restrictions Schedule 7.2(d): 7.22 Collective Bargaining Agreements Schedule 7.23 Insurance Schedule 7.24 Existing Indebtedness Schedule 7.3(f): Existing 7.25 Deposit Accounts and Securities Accounts Schedule 7.27(a) Material Contracts Schedule 7.27(b) Regulatory Licenses Schedule 7.27(c) Opco Agreements Schedule 7.29 Sales Tracking Software and Accounting Software Schedule 7.30 Transactions with Affiliates Schedule 7.33 Holding Companies Schedule 8.17 Post-Closing Covenants Schedule 9.02 Liens Schedule 7.8(e): Existing 9.04 Dispositions Schedule 9.05 Investments Schedule 9.10 Restrictive Agreements Schedule 12.02 Addresses for Notices EXHIBITS Exhibit A: [Reserved] A Form of Assignment and Acceptance Exhibit B: B Form of Compliance Certificate Exhibit C: C Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19May 10, 2021, is entered into by and among NERDWALLET, INCVERANO HOLDINGS CORP., a Delaware British Columbia corporation (the NerdWalletParent”), NERDWALLET COMPARE, INC., certain Subsidiaries of Parent signatory hereto as a Delaware corporation Borrower or hereafter designated as a Borrower pursuant to Section 8.10 below (“NW Compare” and together collectively with NerdWallet, individually and collectively as the context requiresParent, jointly and severally, the “Borrower”), the several banks and other financial institutions Persons signatory hereto as Guarantors or entities hereafter designated as Guarantors pursuant to Section 8.10 below, the lenders from time to time party to this Agreement hereto (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK CHICAGO ATLANTIC ADVISERS, LLC, a Delaware limited liability company (“SVBChicago Atlantic”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacitiescapacity, together with any its successors and assigns in such capacitiescapacity, the “Administrative Agent”) and Chicago Atlantic, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent, collectively, the “Agents” and each, an “Agent”).

Appears in 2 contracts

Samples: Credit Agreement (Verano Holdings Corp.), Credit Agreement (Verano Holdings Corp.)

Schedules. Schedule 1.1A: 1.1(a) Commitments of Lenders Schedule 1.1B: Existing 1.1(b) DIP Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 1.1(c) Mortgaged Properties Schedule 4.13: Pension Plans Schedule 4.15: 1.1(d) Excluded Subsidiaries Schedule 4.17: Environmental 8.4 Litigation Schedule 8.12 Subsidiaries Schedule 8.15 Property Matters Schedule 4.19(a): Financing Statements and Other Filings 9.9 Closing Date Affiliate Transactions Schedule 7.2(d): Existing 10.1 Closing Date Indebtedness Schedule 7.3(f): Existing 10.2 Closing Date Liens Schedule 7.8(e): Existing 10.4 Scheduled Dispositions Schedule 10.5 Closing Date Investments Schedule 13.2 Notice Addresses EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: A Form of Notice of Borrowing Exhibit L: B Form of Notice Guarantee Exhibit C [Reserved] Exhibit D Form of Conversion/Continuation AMENDED AND RESTATED Perfection Certificate Exhibit E [Reserved] Exhibit F [Reserved] Exhibit G Form of Letter of Credit Request Exhibit I Form of Credit Party Closing Certificate Exhibit J Form of Assignment and Acceptance Exhibit K-1 Form of Promissory Note (Revolving Credit Loans) Exhibit K-2 Form of Promissory Note (Term Loans) Exhibit K-3 Form of Promissory Note (Term C Loans) Exhibit L Form of Incremental Amendment Exhibit M Form of Junior Lien Intercreditor Agreement Exhibit Q Form of Non-U.S. Lender Certification Exhibit R Form of Assignment and Assumption CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19October 3, 20212016, is entered into by and among NERDWALLET, INC., a Delaware corporation TEX INTERMEDIATE COMPANY LLC (“NerdWalletHoldings”), NERDWALLET COMPARE, INC., a Delaware corporation TEX OPERATIONS COMPANY LLC (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial lending institutions or entities from time to time party to this Agreement parties hereto (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY DEUTSCHE BANK (“SVB”)AG NEW YORK BRANCH, as the Issuing Lender Administrative Agent, Collateral Agent and the Swingline Lendera Term Letter of Credit Issuer, and SVBDEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC, RBC CAPITAL MARKETS, UBS SECURITIES LLC AND NATIXIS, NEW YORK BRANCH, as administrative agent Joint Lead Arrangers and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)Joint Bookrunners.

Appears in 2 contracts

Samples: Junior Lien Intercreditor Agreement (Energy Future Competitive Holdings Co LLC), Junior Lien Intercreditor Agreement (Vistra Energy Corp)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.134.5: Pension Plans Requirements of Law Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 4.27: Capitalization Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] Form of Guarantee and Collateral Agreement Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Reserved Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit H-3: Form of Term Loan Note Exhibit I: [Reserved] Form of Borrowing Base Certificate Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19October 16, 20212020, is entered into by and among NERDWALLETALKAMI TECHNOLOGY, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Appears in 2 contracts

Samples: Credit Agreement (Alkami Technology, Inc.), Credit Agreement (Alkami Technology, Inc.)

Schedules. Schedule 1.1A: 1.1 Revolving Commitments Schedule 1.1B: 3.15 Labor Relations Schedule 3.17 Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 4.20 Post-Closing Covenants Schedule 5.1 Liens Schedule 5.4 Investments Schedule 5.5 Indebtedness Schedule 5.6 Affiliate Transactions Schedule 5.16 Negative Pledges Schedule 11.1 Prior Indebtedness Schedule 11.2 Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments 11.3 Charah Letters of Credit EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: 1.5(e) Form of Notice of Conversion/Continuation AMENDED AND RESTATED Exhibit 2.1(d) Solvency Certificate Exhibit 4.2(c) Form of Compliance Certificate Exhibit 11.1(a) Form of Assignment Exhibit 11.1 (b) Form of Borrowing Base Certificate Exhibit 11.1(c) Form of Notice of Borrowing Exhibit 11.1(d) Form of Secured Party Designation Notice Exhibit 11.1(e) Form of Revolving Note Exhibit 11.1(f) Perfection Certificate Exhibit 11.1(g) Form of Swingline Note CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, restated, amended and restated, supplemented, extended or otherwise modified from time to time, this “Agreement”), dated as of February 19, 2021, ) is entered into as of October 25, 2017, by and among NERDWALLETCHARAH, INC.LLC, a Kentucky limited liability company (“Charah”); ALLIED POWER MANAGEMENT, LLC, a Delaware corporation limited liability company (“NerdWalletAllied”); ALLIED POWER SERVICES, NERDWALLET COMPARE, INC.LLC, a Delaware corporation limited liability company (“NW CompareAllied Services”; Charah, Allied, and Allied Services, each a “Borrower”, and collectively, the “Borrowers”); CHARAH SOLE MEMBER LLC, a Delaware limited liability company (“Charah Parent”); ALLIED POWER SOLE MEMBER, LLC, a Delaware limited liability company (“Allied Parent” and together with NerdWalletCharah Parent, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” andParent”, and collectively, the LendersParents”); REGIONS BANK, SILICON VALLEY BANK an Alabama bank (“SVBRegions”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with including any successors and assigns in such capacitiessuccessor thereto, the “Administrative Agent”); Regions, as Swingline Lender (as defined below) and as LC Issuer (as defined below); and the Lenders party hereto from time to time.

Appears in 2 contracts

Samples: Credit Agreement (Charah Solutions, Inc.), Credit Agreement (Charah Solutions, Inc.)

Schedules. Schedule 1.1A: 1 Initial Commitments and Percentages Schedule 1.1B: Existing Letters 2 Contents of Credit Monthly Report Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 3 Reserved Schedule 4.13: Pension Plans 4 GICS Industry Classifications Schedule 4.15: Subsidiaries 5 Approved Broker Dealers Schedule 4.17: Environmental Matters 6 Notice Information Schedule 4.19(a): Financing Statements and Other Filings 7 Authorized Persons Schedule 7.2(d): Existing Indebtedness 8 Diversity Score Calculations Schedule 7.3(f): Existing Liens 9 Loan Tape Information Schedule 7.8(e): Existing Investments 10 Reserved Schedule 11 Xxxxx’x Ratings Definitions Schedule 12 S&P Ratings Definitions EXHIBITS Exhibit A: [Reserved] Exhibit B: A Form of Compliance Certificate Approval Request Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B Form of Notice of Borrowing (with attached form of Borrowing Base Calculation Statement) Exhibit L: C Form of Notice of Conversion/Continuation AMENDED Prepayment Exhibit D Form of Assignment and Acceptance Exhibit E Form of Note Exhibit F Form of Tax Compliance Certificates Exhibit G Reserved Exhibit H Form of Request for Release and Receipt Exhibit I Form of Monthly Report CREDIT AND RESTATED SECURITY AGREEMENT CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)SECURITY AGREEMENT, dated as of February 19January 7, 20212022, is entered into by and among NERDWALLET, INC.CARDINAL FUNDING LLC, a Delaware corporation limited liability company, as borrower (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), APOLLO DEBT SOLUTIONS BDC, a Delaware statutory trust, in its capacity as Collateral Manager and in its capacity as Equityholder, the several banks and other financial institutions or entities LENDERS from time to time party to this Agreement (each a “Lender” andhereto, collectivelyCITIBANK, the “Lenders”), SILICON VALLEY BANK N.A. (“SVBCitibank”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders Secured Parties (as hereinafter defined) (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (the “Bank”), as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), as collateral custodian for the Secured Parties (in such capacity, the “Custodian”), and as collateral administrator (in such capacity, the “Collateral Administrator”).

Appears in 2 contracts

Samples: Credit and Security Agreement (Apollo Debt Solutions BDC), Credit and Security Agreement (Apollo Debt Solutions BDC)

Schedules. Schedule 1.1A: Commitments 1.1 Commitment Percentages Schedule 1.1B: 5.1 Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing 7.8 Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments 12.1 Notices EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: 2.2(a) Form of Notice of Borrowing Exhibit L: 2.2(c) Form of Notice of Conversion/Continuation AMENDED AND RESTATED Exhibit 2.6(a) Form of Loan Note Exhibit 6.1(c) Form of Closing Certificate Exhibit 6.1(f) Form of Legal Opinion Exhibit 8.1(c) Form of Officer’s Certificate Exhibit 12.3 Form of Assignment Agreement FIVE-YEAR CREDIT AGREEMENT THIS AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (this “Credit Agreement”), dated as of February 19August 17, 2021, is entered into by and among NERDWALLET, INC.2005 among: • CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), ; • the several banks and other financial institutions or entities from time to time party parties to this Credit Agreement (each each, a “Lender” and, collectively, the “Lenders”); • BARCLAYS BANK PLC (“Barclays”) (main office: New York, SILICON VALLEY New York), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), and SUNTRUST BANK (“SVBSunTrust”), as the Issuing Lender Lenders hereunder (and as defined herein); • BARCLAYS, the Swingline Lenderinvestment banking division of Barclays, and SVBKEYBANK, as Syndication Agents; • SUNTRUST BANK, THE BANK OF NOVA SCOTIA and ABN AMRO BANK NV as Co-Documentation Agents; and • BARCLAYS, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”)., The parties hereto hereby agree as follows:

Appears in 2 contracts

Samples: Credit Agreement (Consolidated Natural Gas Co/Va), Credit Agreement (Dominion Resources Inc /Va/)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.5: Requirements of Law Schedule 4.13: Pension ERISA Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments 4.25: Capitalization EXHIBITS Exhibit A: [Reserved] Form of Amended and Restated Guarantee and Collateral Agreement Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing MemberSecretary’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibit F-1: Form of Revolving Loan Note Exhibit F-2: Form of Swingline Loan Note Exhibit G: Form of Perfection Certificate Exhibits F-1 H-1 F-4H-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February September 19, 20212013 (the “Effective Date”), is entered into by and among NERDWALLET, INC.XOOM CORPORATION, a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), ) as the Issuing Lender and the Swingline Lender, and SVBSILICON VALLEY BANK, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”).

Appears in 2 contracts

Samples: Credit Agreement (XOOM Corp), Credit Agreement (XOOM Corp)

Schedules. Schedule 1.1A: 1.1(a) Term Loan Commitments Schedule 1.1B: Existing Letters 1.1(b) Revolving Loan Commitments Schedule 3.5 Litigation Schedule 3.7 ERISA Schedule 3.8 Margin Stock Schedule 3.9 Real Estate Schedule 3.10 Taxes Schedule 3.12 Environmental Schedule 3.15 Labor Relations Schedule 3.17 Brokers’ and Transaction Fees Schedule 3.19 Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.20 Jurisdiction of Credit Organization; Chief Executive Office Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements 3.21 Deposit Accounts and Other Filings Accounts Schedule 7.2(d): Existing 3.22 Bonding Schedule 4.15 Post-Closing Obligations Schedule 5.1 Liens Schedule 5.4 Investments Schedule 5.5 Indebtedness Schedule 7.3(f): Existing Liens 5.6 Transactions with Affiliates Schedule 7.8(e): Existing Investments 5.9 Contingent Obligations Schedule 11.1 Prior Indebtedness EXHIBITS Exhibit A: [Reserved] Exhibit B: 1.1(c) Form of Compliance Certificate L/C Request Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: 1.1(d) Form of Swingline Loan Note Request Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: 1.6 Form of Notice of Conversion/Continuation AMENDED AND RESTATED Exhibit 2.1 Closing Checklist Exhibit 4.2(b) Form of Compliance Certificate Exhibit 11.1(a) Form of Assignment Exhibit 11.1(c) Form of Notice of Borrowing Exhibit 11.1(d) Form of Revolving Note Exhibit 11.1(e) Form of Swingline Note Exhibit 11.1(f) Form of Term Note CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, restated, amended and restated, extended, supplemented and/or modified from time to time, this “Agreement”), dated as of February 19, 2021, ) is entered into as of July 28, 2014, by and among NERDWALLETTA THI Buyer, INC.Inc., a Delaware corporation (“NerdWalletBuyer” and prior to the Merger described below, referred to herein as the “Borrower” and upon and after giving effect to the Merger referred to below, Tectum Holdings, Inc., a Delaware corporation (the “Company”), NERDWALLET COMPAREshall succeed to Buyer’s rights and obligations as the “Borrower”), INC.TA THI Holdings, Inc., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “BorrowerHoldings”), the other Persons party hereto that are designated as a “Credit Party”, Ares Capital Corporation, a Maryland corporation (in its individual capacity, “Ares Capital Corporation”), as Administrative Agent for itself as a lender and the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders” and individually each a “Lender)) and General Electric Capital Corporation, SILICON VALLEY BANK a Delaware corporation (in its individual capacity, SVBGE Capital”), as the Issuing Lender Revolver Agent for itself and the Revolving Lenders (as hereinafter defined), and as a Lender (including as Swingline Lender), and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)Lenders.

Appears in 2 contracts

Samples: Credit Agreement (Truck Hero, Inc.), Credit Agreement (TA THI Parent, Inc.)

Schedules. Schedule 1.1A: Commitments 2.3(c)(vi)(B) Procedures for Certain Third-Party Disposal Sites Schedule 1.1B: Existing Letters of Credit 2.3(c)(vi)(E) Pending Environmental Actions Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 2.9(a) Shared Contracts Schedule 4.13: Pension Plans 2.11(a)(i) Enterprise Accounts Schedule 4.15: Subsidiaries 2.11(a)(ii) HPI Accounts Schedule 4.17: Environmental 2.13 Post-Distribution Cash Adjustment Schedule 6.1(d) Transaction Documents – Enterprise Indemnification Schedule 6.2(d) Transaction Documents – HPI Indemnification Schedule 6.10(a) Surviving Guarantees Schedule 6.10(a)(i) Enterprise Guarantees to Be Released Schedule 6.10(a)(ii) HPI Guarantees to Be Released Schedule 6.11(a) Enterprise Actions Schedule 6.11(b) HPI Actions Schedule 6.11(c) Mixed Actions Schedule 7.1(a) Specified Cooperation Matters Following the Distribution Schedule 4.19(a): Financing Statements 7.6 Payment Schedule Schedule 7.7 Restricted Businesses Schedule 7.9 Remediation Obligations and Other Filings Environmental Liabilities Schedule 7.2(d): Existing Indebtedness 8.4(a)(i) Pre-approved Arbitrators Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: 9.11 Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form Press Releases SEPARATION AND DISTRIBUTION AGREEMENT This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT October 31, 2015 (this “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLET, INC.Hewlett-Packard Company, a Delaware corporation (“NerdWalletHP”), NERDWALLET COMPARE, INC.; Hewlett Packard Enterprise Company, a Delaware corporation (“NW Compare” Enterprise”); solely for purposes of Section 6.3(b) and together with NerdWalletSection 6.7(c), individually Hewlett-Packard Bermuda Enterprises LP, a Bermuda limited partnership and collectively as the context requires, jointly and severally, the wholly owned subsidiary of HP (BorrowerBLP 1 D5”), and Phoenix Holding LP, a Bermuda limited partnership and wholly owned subsidiary of HP (“Inc BLP C5”); and solely for purposes of Schedule 2.13(d)(iii) and (iv), Section 6.3(c) and Section 6.7(c), Hewlett-Packard Munich B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the several banks laws of the Netherlands and other financial institutions or entities from time to time party to this Agreement wholly owned subsidiary of HP (each a Lender” and, collectively, the “LendersMunich D2/D6”), SILICON VALLEY BANK and Gatriam Holding B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands and wholly owned subsidiary of HP (“SVBE Munich C6”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (. Certain terms used in such capacities, together with any successors and assigns this Agreement are defined in such capacities, the “Administrative Agent”)Section 1.1.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (Hewlett Packard Enterprise Co), Separation and Distribution Agreement (Hp Inc)

Schedules. Schedule 1.1A: 2.01 Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): 6.01 Existing Liens Schedule 7.8(e): 6.04 Existing Investments EXHIBITS Debt EXHIBITS: Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: A Form of Assignment and Assumption Exhibits Exhibit B Form of Opinion of General Counsel to Borrowers Exhibit C Form of Increasing Lender Supplement Exhibit D Form of Augmenting Lender Supplement Exhibit E List of Closing Documents Exhibit F-1 – F-4: Forms Form of Borrowing Subsidiary Agreement Exhibit F-2 Form of Borrowing Subsidiary Termination Exhibit G-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders That Are Not Partnerships) Exhibit G: [Reserved] Exhibit H-1: G-2 Form of Revolving Loan Note U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) Exhibit H-2: G-3 Form of Swingline Loan Note U.S. Tax Certificate (Foreign Participants That Are Partnerships) Exhibit I: [Reserved] Exhibit J: G-4 Form of Collateral Information U.S. Tax Certificate (Foreign Lenders That Are Partnerships) Exhibit K: H-1 Form of Notice of Borrowing Request Exhibit L: H-2 Form of Notice Interest Election Request Exhibit I Form of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED Note CREDIT AGREEMENT (this “Agreement”), ) dated as of February 19July 23, 2021, is entered into by and 2014 among NERDWALLET, DENTSPLY INTERNATIONAL INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities SUBSIDIARY BORROWERS from time to time party to this Agreement (each a “Lender” and, collectivelyhereto, the “Lenders”)LENDERS from time to time party hereto, SILICON VALLEY BANK (“SVB”)JPMORGAN CHASE BANK, N.A., as the Issuing Lender and the Swingline LenderAdministrative Agent, CITIBANK, N.A., as Syndication Agent, and SVBTHE BANK OF TOKYO-MITSUBISHI UFJ, LTD., XXXXX FARGO BANK, NATIONAL ASSOCIATION, COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and HSBC BANK USA, NATIONAL ASSOCIATION, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).Co-Documentation Agents. The parties hereto agree as follows:

Appears in 2 contracts

Samples: Credit Agreement (Dentsply International Inc /De/), Credit Agreement (Dentsply International Inc /De/)

Schedules. Schedule 1.1A: 2.01 — Revolving Credit Commitments and Applicable Revolving Credit Percentages Schedule 1.1B: 2.02 — Term Loan Commitments and Applicable Term Loan Percentages Schedule 2.04 — Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 2.10 — Applicable Margins Schedule 4.13: Pension Plans 5.07 — Litigation Schedule 4.15: 5.18 — Subsidiaries Schedule 4.17: Environmental Matters 7.01(a) — Existing Debt Schedule 4.19(a): Financing Statements and Other Filings 7.01(b) — Existing Subsidiary Debt Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): 7.02 — Existing Liens Schedule 7.8(e): Existing Investments 7.07 — Restrictions on Dividends Schedule 10.02 — Notice Information EXHIBITS Exhibit A: [Reserved] Exhibit B: A — Form of Compliance Certificate Loan Notice Exhibit C: B — Form of Secretary’s/Managing Member’s Certificate Conversion or Continuation Notice Exhibit D: C — Form of Solvency Certificate Revolving Credit Commitment Increase Notice Exhibit E: D — Form of Promissory Note (Revolving Loan) Exhibit E — Form of Promissory Note (Term Loan) Exhibit F — Form of Assignment and Assumption Exhibits F-1 – F-4: Forms Exhibit G — Form of U.S. Tax Subsidiary Guaranty Exhibit H — Form of Pledge Agreement Exhibit I — Form of Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation FIRST AMENDED AND RESTATED CREDIT AGREEMENT THIS This FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19, 2021, ) is entered into by and as of September 8, 2008 among NERDWALLETRTI INTERNATIONAL METALS, INC., a Delaware an Ohio corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities each lender from time to time party to this Agreement (each a “Lender” andhereto, collectivelyPNC BANK, the “Lenders”), SILICON VALLEY BANK (“SVB”)NATIONAL ASSOCIATION, as the Issuing Lender issuer of letters of credit, PNC BANK NATIONAL ASSOCIATION, as Documentation Agent, CITIBANK, N.A., as Syndication Agent, PNC CAPITAL MARKETS LLC and the Swingline LenderFIFTH THIRD BANK, as Co-Lead Arrangers, and SVBNATIONAL CITY BANK, as administrative agent Swing Loan Bank and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Appears in 2 contracts

Samples: Credit Agreement (Rti International Metals Inc), Credit Agreement (Rti International Metals Inc)

Schedules. Schedule 1.1A: Commitments 1.1(c) - DIP Term Loan Commitment Ratios Schedule 1.1B: Existing Letters of Credit 1.1(d) - Liens Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 5.1(c)-1 - Subsidiaries Schedule 4.17: 5.1(c)-2 - Partnerships/Joint Ventures Schedule 5.1(d) - Outstanding Capital Stock Ownership Schedule 5.1(h) - Material Contracts Schedule 5.1(i) - Labor and Employment Matters Schedule 5.1(j) - Taxes Schedule 5.1(m) - Investments and Guaranties Schedule 5.1(n) - Litigation Schedule 5.1(p) - Intellectual Property; Licenses and Certifications Schedule 5.1(u) - Insurance Schedule 5.1(v) - Broker’s or Finder’s Fees or Commissions Schedule 5.1(w)-1 - Leased Real Property Schedule 5.1(w)-2 - Owned Real Property Schedule 5.1(w)-3 - Options and Rights of First Refusal for Real Property Schedule 5.1(x) - Environmental Matters Schedule 4.19(a): Financing Statements 5.1(z) - Name Change of Borrower Parties Schedule 5.1(dd) - Capitalized Lease Obligations Schedule 5.1(ii) - Restrictive Agreements Schedule 6.11 - Location of Collateral Schedule 6.15 - Bank and Other Filings Investment Accounts; Collection Account Schedule 7.2(d): Existing 6.22 - Post-Closing Matters Schedule 8.1 - Outstanding Indebtedness as of the Agreement Date Schedule 7.3(f): Existing Liens Schedule 7.8(e): 8.5 - Existing Investments Schedule 8.6 - Affiliate Transactions Schedule 8.16 - Negative Pledges EXHIBITS Exhibit A: [Reserved] Exhibit B: A - Form of Compliance Certificate Exhibit C: B - Form of Secretary’s/Managing Member’s Certificate Guaranty Supplement Exhibit D: Form of Solvency Certificate Exhibit E: C - Form of Assignment of Term Loans and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: D - Form of Notice of Borrowing Exhibit L: E - Form of Notice of Conversion/Continuation AMENDED Interim Order Exhibit F - Closing Checklist SENIOR SECURED PRIMING AND RESTATED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS AMENDED SENIOR SECURED PRIMING AND RESTATED SUPERPRIORITY DEBTOR-IN- POSSESSION CREDIT AGREEMENT AGREEMENT, dated as of December [ ], 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLETAztec / Xxxxxxx, INC.LLC, a Delaware corporation Texas limited liability company, as debtor and debtor-in-possession (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities Persons party hereto from time to time party to this Agreement (each a “Lender” and, collectivelyas Guarantors and debtors and debtors-in-possession, the financial institutions party hereto from time to time as Lenders”), SILICON VALLEY BANK Alter Domus (“SVB”)US) LLC, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and as collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Appears in 2 contracts

Samples: Possession Credit Agreement, Possession Credit Agreement

Schedules. Schedule 1.1A: 1 Initial Commitments and Percentages Schedule 1.1B: Existing Letters 2 Contents of Credit Monthly Report Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: 3 [Reserved] Schedule 4 GICS Industry Classifications Schedule 5 Approved Broker Dealers Schedule 6 Notice Information Schedule 7 Authorized Persons Schedule 8 Diversity Score Calculations Schedule 9 Loan Tape Information Schedule 10 Reserved Schedule 11 Moody’s Ratings Definitions Schedule 12 S&P Ratings Definitions Schedule 13 Pre-Approved Loans EXHIBITS Exhibit B: A Form of Compliance Certificate Approval Request Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B Form of Notice of Borrowing (with attached form of Borrowing Base Calculation Statement) Exhibit L: C Form of Notice of Conversion/Continuation AMENDED Prepayment Exhibit D Form of Assignment and Acceptance Exhibit E Form of Note Exhibit F Form of Tax Compliance Certificates Exhibit G Reserved Exhibit H Form of Request for Release and Receipt Exhibit I Form of Monthly Report CREDIT AND RESTATED SECURITY AGREEMENT CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)SECURITY AGREEMENT, dated as of February 19January 8, 2021, is entered into by and among NERDWALLET, INC.BCRED CASTLE PEAK FUNDING LLC, a Delaware corporation limited liability company, as borrower (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), BLACKSTONE PRIVATE CREDIT FUND, a Delaware statutory trust, in its capacity as Collateral Manager, BLACKSTONE PRIVATE CREDIT FUND, a Delaware statutory trust, in its capacity as Equityholder, the several banks and other financial institutions or entities LENDERS from time to time party to this Agreement (each a “Lender” andhereto, collectivelyCITIBANK, the “Lenders”), SILICON VALLEY BANK N.A. (“SVBCitibank”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders Secured Parties (as hereinafter defined) (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (“WTNA”), as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), as collateral custodian for the Secured Parties (in such capacity, the “Custodian”), and as collateral administrator (in such capacity, the “Collateral Administrator”).

Appears in 2 contracts

Samples: Credit and Security Agreement (Blackstone Private Credit Fund), Credit and Security Agreement (Blackstone Private Credit Fund)

Schedules. Schedule 1.1A: 1.1(a): Lenders and Commitments Schedule 1.1B1.1(b): Business Segments Schedule 2.18(a): Credit Card Arrangements Schedule 2.18(b): Blocked Accounts Schedule 3.01: Existing Letters of Credit Organization Information Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 3.05(b): Intellectual Property Schedule 4.13: Pension Plans 3.05(c)(i): Owned Real Property Schedule 4.15: Subsidiaries 3.05(c)(ii): Leased Real Property Schedule 4.17: Environmental 3.06(a): Disclosed Matters Schedule 4.19(a3.12: Subsidiaries; Joint Ventures Schedule 3.14: Collective Bargaining Agreements Schedule 5.01(i): Financing Statements and Other Filings Reporting Requirements Schedule 7.2(d5.16(a): Mortgaged Properties Schedule 5.17: Post-Closing Matters Schedule 6.01: Existing Indebtedness Schedule 7.3(f): 6.02: Existing Liens Encumbrances Schedule 7.8(e): Existing 6.04: Permitted Investments EXHIBITS Exhibit ASchedule 6.05: [Reserved] Exhibit BPermitted Dispositions Schedule 6.07: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED Affiliate Transactions CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19October 9, 2021, is entered into by and among NERDWALLET2007 among: VH MERGERSUB, INC., a Delaware corporation . (“NerdWallet”Merger Sub” and, prior to the Merger (as defined below), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Lead Borrower”), a corporation organized under the several banks laws of the State of Delaware, to be merged (the “Merger”) with and other financial institutions or entities into GUITAR CENTER, INC. (“Guitar Center” and, after the Merger, the “Lead Borrower”), a corporation organized under the laws of the State of Delaware, in each case for itself and in conjunction with its capacity as Lead Borrower as agent for the Borrowers; and The BORROWERS AND THE FACILITY GUARANTORS from time to time party to this Agreement (each hereto; and JPMORGAN CHASE BANK, N.A., a “Lender” andnational banking association, collectivelyhaving a place of business at 000 Xxxx Xxxxxx, the “Lenders”)Xxx Xxxx, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVBXxx Xxxx 00000, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”), for its own benefit and the benefit of the other Secured Parties; and The LENDERS party hereto; and WACHOVIA CAPITAL FINANCE CORPORATION (WESTERN) AND XXXXX FARGO CAPITAL FINANCE, LLC, as Co-Syndication Agents and BANK OF AMERICA, N.A. AND NATIONAL CITY BUSINESS CREDIT, INC., as Co-Documentation Agents; in consideration of the mutual covenants herein contained and benefits to be derived herefrom, the parties hereto agree as follows:

Appears in 2 contracts

Samples: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)

Schedules. Schedule 1.1A: Commitments 1.1 Commitment Percentages Schedule 1.1B: 2.9 Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 6.1 Subsidiaries Schedule 4.17: Environmental Matters 8.3 Asset Sales Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): 8.6 Existing Liens Schedule 7.8(e): Existing Investments 11.1 Notices EXHIBITS Exhibit A: [Reserved] Exhibit B: 2.2 Form of Compliance Certificate Notice of Borrowing Exhibit C: 2.4 Form of Secretary’sNotice of Continuation/Managing Member’s Certificate Conversion Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: 2.7 Form of Revolving Loan Note Exhibit H-2: 2.8 Form of Swingline Swing Line Loan Note Notice Exhibit I: [Reserved] Exhibit J: 7.1(c) Form of Collateral Information Officer’s Certificate Exhibit K: 11.3 Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED Assignment and Assumption Integrys Five Year Credit Agreement FIVE YEAR CREDIT AGREEMENT THIS AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (this “Agreement”), dated as of February 19June 13, 20212012, is entered into by and among NERDWALLETINTEGRYS ENERGY GROUP, INC., a Delaware Wisconsin corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement Lenders (each a “Lender” and, collectively, the “Lenders”as defined herein), SILICON VALLEY U.S. BANK NATIONAL ASSOCIATION, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and UNION BANK, N.A., as Active Lead Arrangers and Book Managers, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and UNION BANK, N.A., as Syndication Agents, JPMORGAN CHASE BANK, N.A., KEYBANK NATIONAL ASSOCIATION, MIZUHO CORPORATE BANK LTD. and THE BANK OF NOVA SCOTIA, as Documentation Agents, X.X. XXXXXX SECURITIES LLC, KEYBANK NATIONAL ASSOCIATION, MIZUHO CORPORATE BANK LTD. and THE BANK OF NOVA SCOTIA, as Lead Arrangers and Book Managers, and U.S. BANK NATIONAL ASSOCIATION (“SVBU.S. Bank”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.

Appears in 1 contract

Samples: Five Year Credit Agreement (Integrys Energy Group, Inc.)

Schedules. Schedule 1.1A: 1.01-1 Post-Restructuring Corporate Structure Schedule 1.01-2 Specified Manufacturing Facility Schedule 1.01-3 Historical EBITDA Schedule 2.01 Lenders and Commitments Schedule 1.1B: 2.03 Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 2.14 Designated Borrowers Schedule 4.13: Pension Plans Schedule 4.15: 6.14 Subsidiaries Schedule 4.17: Environmental Matters 6.21 Real Property Schedule 4.19(a): Financing Statements and Other Filings 7.18 Post-Closing Obligations Schedule 7.2(d): 8.01 Existing Liens Schedule 8.02 Existing Investments Schedule 8.03 Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments 11.02 Notice Addresses EXHIBITS Exhibit A: [Reserved] 1.01-1 Form of Perfection Certificate Exhibit B: 1.01-2 Form of Pledge Agreement Exhibit 1.01-3 Form of Security Agreement Exhibit 2.02 Form of Loan Notice Exhibit 2.13-1 Form of Revolving Credit Note Exhibit 2.13-2 Form of Swingline Note Exhibit 2.13-3 Form of Term A Note Exhibit 2.13-4 Form of Term B Note Exhibit 2.14-1 Form of Designated Borrower Request and Assumption Agreement Exhibit 2.14-2 Form of Designated Borrower Notice Exhibit 5.01(j) Form of Solvency Certificate Exhibit 7.02(a) Form of Compliance Certificate Exhibit C: 7.12 Form of Secretary’s/Managing Member’s Certificate Joinder Agreement Exhibit D: Form of Solvency Certificate Exhibit E: 11.06(b) Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED 11.06(i) Dutch Auction Procedures ANNEXES Annex A Borrowers Annex B Closing Date Guarantors CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (this the “Credit Agreement” or the “Agreement”), dated as of February 19, 2021, ) is entered into by and as of December 12, 2012, among NERDWALLET, TEMPUR-PEDIC INTERNATIONAL INC., a Delaware corporation (the NerdWalletParent”), NERDWALLET COMPARETEMPUR-PEDIC MANAGEMENT, INC., a Delaware corporation LLC (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Lead Borrower”), TEMPUR-PEDIC NORTH AMERICA, LLC and TEMPUR PRODUCTION USA, LLC, each as a Borrower, the several banks and other financial institutions or entities Guarantors identified herein, each lender from time to time party to this Agreement hereto (each a “Lender” and, collectively, the “Lenders” and individually, a “Lender)) and BANK OF AMERICA, SILICON VALLEY BANK (“SVB”)N.A., as the Issuing Administrative Agent, Swingline Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Tempur Pedic International Inc)

Schedules. Schedule 1.1A: I - Commitments and Applicable Lending Offices Schedule 1.1B: II - Existing Accounts Schedule III - Affiliated Transactions Schedule IV - Agreements with Negative Pledge Clauses Schedule V - Concentration Limits Schedule 1.01(a) - Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 1.01(b) - Surviving Debt Schedule 4.13: Pension Plans Schedule 4.15: 4.01 - Equity Investments; Subsidiaries Schedule 4.17: Environmental Matters 4.01(j) - Disclosures Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): 5.02(a) - Existing Liens Schedule 7.8(e): 5.02(f) - Existing Investments Schedule 5.02(m) - Permitted Sales and Lease Backs EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: A - Form of Revolving Loan Credit Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B - Form of Notice of Borrowing Exhibit L: C - Form of Notice Assignment and Acceptance Exhibit D-1 - Form of Conversion/Continuation Opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, LLP Exhibit D-2 - Form of Opinion of Xxxxxxxx, Loop & Xxxxxxxx, LLP Exhibit E - Form of Tax Compliance Certificate Exhibit F - [Reserved] Exhibit G - Form of Amended and Restated Security Agreement Exhibit H - Form of Guaranty Supplement Exhibit I - Form of Borrowing Base Certificate Exhibit J - [Reserved] Exhibit K - [Reserved] Exhibit L - Form of Solvency Certificate SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND GUARANTY AGREEMENT (this “Agreement”), ) dated as of February 19June 20, 2021, is entered into by and 2013 among NERDWALLET, INC.XXXX HOLDING CORPORATION, a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), and each of the several banks direct and indirect subsidiaries of the Borrower signatory hereto (each, a “Guarantor”, and, collectively, together with any person that becomes a Guarantor hereunder pursuant to Section 8.05, the “Guarantors”), the banks, financial institutions and other financial institutions or entities from time to time institutional lenders party to this Agreement hereto (each each, a “Lender” and, collectivelyand collectively with any other person that becomes a Lender hereunder pursuant to Section 9.07, the “Lenders”), SILICON VALLEY BANK CITIBANK, N.A. (“SVBCITI”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral (as successor administrative agent for the Lenders to Citicorp USA, Inc. (in such capacities, together with “CUSA”)) (or any successors and assigns in such capacitiessuccessor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined), CITI as collateral agent (as successor collateral agent to CUSA) (or any successor appointed pursuant to Article VII, the “Collateral Agent”) for the Lender Parties and the other Secured Parties, CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED (“MLPFS”), as lead arrangers (the “Lead Arrangers”), CGMI and MLPFS, as joint bookrunners (the “Joint Bookrunners”), BANK OF AMERICA, N.A., as syndication agent (the “Syndication Agent”), BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., JPMORGAN CHASE BANK, N.A., UBS SECURITIES LLC, and XXXXX FARGO BANK, N.A., as documentation agents (the “Documentation Agents”).

Appears in 1 contract

Samples: And Guaranty Agreement (Dana Holding Corp)

Schedules. Schedule 1.1A: Commitments 2.1(a) Seller Owner Assets Schedule 1.1B: Existing Letters 2.1(b)(vii) Trademarks Schedule 2.1(b)(viii) Internet Domain Names and IP Addresses Schedule 2.2(g) Excluded Contracts Schedule 2.4(n) Litigation Obligations Schedule 2.4(o) Compliance Liabilities Schedule 2.4(p) Intellectual Property Liabilities Schedule 2.7 Working Capital Methodology Schedule 4.28 Specified Competitors Schedule 6.3(a) Retention Bonuses EXHIBITS Annex I Definitions Exhibit A-1 Forms of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Transfer Documents – Bxxx of Sale Exhibit A: [Reserved] Exhibit B: Form A-2 Forms of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Transfer Documents – Assignment and Assumption Exhibits F-1 – F-4: Agreement Exhibit A-3 Forms of U.S. Tax Compliance Certificate Transfer Documents – Assignment of Intellectual Property Exhibit G: [Reserved] A-4 Forms of Transfer Documents – Trademark Assignment Exhibit H-1: B Forms of Standard Customer Contracts Exhibit C Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT Transition Services Agreement ASSET PURCHASE AGREEMENT THIS AMENDED AND RESTATED CREDIT This ASSET PURCHASE AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of February 19May 27, 2021, is entered into by and among NERDWALLETBoingo MDU, INC.LLC, a Delaware limited liability company (“Seller”) and wholly owned subsidiary of Seller Owner, Boingo Wireless, Inc., a Delaware corporation (“NerdWalletSeller Owner”), NERDWALLET COMPARERealPage, INC.Inc., a Delaware corporation (“NW Compare” Parent”), and Whitesky Communications, LLC (“Buyer”), a Delaware limited liability company and wholly owned subsidiary of Parent (together with NerdWalletParent, the “Buyer Parties”, and each individually a “Buyer Party”). Seller and the Seller Owner may be referred to herein collectively as the context requires, jointly and severally, the Borrower”), the several banks and other financial institutions Seller Parties,” or entities from time to time party to this Agreement (each individually as a “Lender” and, collectively, the “LendersSeller Party.), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Boingo Wireless, Inc.)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: 1.01 -- Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 2.01 -- Commitments Schedule 4.13: Pension Plans 3.06 -- Disclosed Matters Schedule 4.15: 3.11 -- Subsidiaries Schedule 4.17: Environmental 3.13 -- Employee Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): 6.01 -- Existing Indebtedness Schedule 7.3(f): 6.02 -- Existing Liens Schedule 7.8(e): 6.03 -- Permitted Asset Sales Schedule 6.04 -- Existing Investments EXHIBITS Schedule 6.08 -- Existing Restrictions EXHIBITS: Exhibit A: [Reserved] A -- Form of Assignment and Acceptance Exhibit B: B -- Form of Subsidiary Guaranty Exhibit C -- Form of Borrowing Request Exhibit D -- Form of Interest Election Request Exhibit E -- Form of Certificate of Conversion Exhibit F -- Form of Additional Revolving Loan Assumption Agreement Exhibit G -- Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement”), dated ") is made and entered into as of February 19June 8, 20212001, is entered into by and among NERDWALLETTRINITY INDUSTRIES, INC., a Delaware corporation (“NerdWallet”"Borrower"), NERDWALLET COMPARETHE CHASE MANHATTAN BANK, INCindividually as a Lender and Issuing Bank and as Administrative Agent, DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, individually as a Lender and as Syndication Agent, THE BANK OF TOKYO - MITSUBISHI, LTD., BANK ONE, NA and SUNTRUST BANK, each individually as a Delaware corporation (“NW Compare” and together with NerdWallet, individually Lender and collectively as Documentation Agents, and each of the context requireslenders that is a signatory hereto or which hereafter becomes a party hereto as provided in Section 9.04 (individually, jointly a "Lender" and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “"Lenders"), SILICON VALLEY BANK (“SVB”), . The parties hereto agree as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).follows:

Appears in 1 contract

Samples: Credit Agreement (Trinity Industries Inc)

Schedules. Schedule 1.1A: Commitments I - Term Advances and Applicable Lending Offices Schedule 1.1B: Existing Letters of Credit II - Subsidiary Guarantors Schedule 4.4: Governmental 4.01(b) - Subsidiaries Schedule 4.01(d) - Authorizations, Approvals, ConsentsActions, Authorizations, Notices and Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: 4.01(p) - Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 4.01(q) - Tax Matters Schedule 7.2(d): 4.01(s) - Existing Indebtedness Debt Schedule 7.3(f): Existing 4.01(t) - Liens Schedule 7.8(e): Existing 4.01(u) - Owned and Leased Real Property to be Mortgaged Schedule 4.01(v) - Leased Real Property (Lessee) Schedule 4.01(w) - Investments Schedule 4.01(x) - Intellectual Property Schedule 4.01(y) - Material Contracts Schedule 4.01(z) - Identified Assets Schedule 5.01(e) - Preservation of Corporation Existence EXHIBITS Exhibit A: [Reserved] Exhibit B: A - Form of Compliance Certificate Term Note Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: B - Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] Exhibit H-1: C - Form of Revolving Loan Note Security Agreement Exhibit H-2: D - Form of Swingline Loan Note Subsidiary Guaranty Exhibit I: [Reserved] Exhibit J: E - Form of Collateral Information Certificate Escrow Agreement Exhibit K: F-1 - Form of Notice Opinion of, Skadden, Arps, Slate, Meagher & Flom LLP, Counsel to the Loan Parxxxx Xxhibit F-2 - Form xx Xpinion of Borrowing Hogan & Hartson L.L.P, Colorado Counsel to xxx Xoan Xxxxxxs Exhibit L: G - Form of Notice Opinion of Conversion/Continuation AMENDED AND RESTATED Local Counsel Exhibit H - Form of Subordination Agreement Exhibit I - Form of Mortgage Exhibit J - Form of Estoppel Certificate and Consent Exhibit K - Form of Disclosure Statement Exhibit L - Form of Confirmation Order Exhibit M - Form of Plan Modification CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19July 25, 20212002 (as amended, is entered into by and restated, supplemented or otherwise modified from time to time, this "Agreement"), among NERDWALLETICG Communications, INC.Inc., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INCthe "Borrower") which is in the process of being reorganized under Chapter 11 of the United States Bankruptcy Code (11 U.S.C. ss. 101 et seq., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as ; the context requires, jointly and severally, the “Borrower”"Bankruptcy Code"), the several banks banks, financial institutions and other financial institutions or entities from time institutional lenders listed on the signature pages hereof as the Initial Lenders (the "Initial Lenders"), Royal Bank of Canada, as collateral agent (together with any successor collateral agent appointed pursuant to time party to this Agreement (each a “Lender” and, collectivelyArticle VII, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender "Collateral Agent") and the Swingline Lender, and SVB, as administrative agent and collateral (together with any successor administrative agent appointed pursuant to Article VII, the "Administrative Agent") for the Lenders (in such capacitiesas hereinafter defined)) and Wachovia Bank, National Association, as documentation agent (the "Documentation Agent" and, together with any successors the Administrative Agent and assigns in such capacitiesthe Collateral Agent, the “Administrative Agent”"Agents").

Appears in 1 contract

Samples: Security Agreement (Icg Communications Inc /De/)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: 1.01(a) -- Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 1.01(b) -- Mortgaged Properties Schedule 2.01 -- Lenders and Notices Commitments Schedule 4.13: Pension Plans 3.05 -- Owned and Leased Real Property Schedule 4.15: 3.06 -- Disclosed Matters Schedule 3.12 -- Subsidiaries Schedule 4.17: Environmental Matters 3.13 -- Insurance Policies Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): 6.01 -- Existing Indebtedness Schedule 7.3(f): 6.02 -- Existing Liens Schedule 7.8(e): 6.04 -- Existing Investments EXHIBITS Schedule 6.10 -- Existing Restrictions EXHIBITS: --------- Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: A -- Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] Exhibit H-1: B -- Form of Revolving Loan Note Exhibit H-2: Opinion of Wegman, Hessler, Vandxxxxxx & X'Toxxx Xxxibit C -- Form of Swingline Loan Note Guarantee Agreement Exhibit I: [Reserved] Exhibit J: D -- Form of Collateral Information Certificate Indemnity, Subrogation and Contribution Agreement Exhibit K: E -- Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED Security Agreement CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19August 11, 20212000, is entered into by and among NERDWALLETSHILOH INDUSTRIES, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”"BORROWER"), the several banks and other financial institutions or entities from time to time LENDERS party to this Agreement (each a “Lender” andhereto, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”)THE CHASE MANHATTAN BANK, as Administrative Agent and Collateral Agent, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent and BANK ONE, MICHIGAN, as Documentation Agent. The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of Loans (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I) and (b) the Issuing Lender and Bank extend credit to the Swingline Lender, and SVB, as administrative agent and collateral agent Borrower in the form of Letters of Credit issued for the Lenders (account of the Borrower, in such capacities, together with any successors each case upon the terms and assigns in such capacities, subject to the “Administrative Agent”).conditions set forth herein. The parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Shiloh Industries Inc)

Schedules. Schedule 1.1A: Commitments I Borrower’s Account, Collection Account and Administrative Agent’s Account Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: II [Reserved] Exhibit B: Schedule III Valuation Agents Schedule IV Dealers Schedule V Minimum Haircut Trigger Event Schedule 4.1(c) Ownership Structure of the Borrower and its Subsidiaries Schedule 4.1(q) Indebtedness of the Borrower and the Guarantor Schedule 5.2(a) Liens Schedule 10.3 Notice Addresses EXHIBITS EXHIBIT A -- Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: EXHIBIT B -- Form of Notice of Borrowing Exhibit L: EXHIBIT C -- Form of Loan Note EXHIBIT D -- Form Assignment and Assumption EXHIBIT E -- Commitments EXHIBIT F -- Form of Monthly Report EXHIBIT G -- Reserved EXHIBIT H -- Form of Notice of Conversion/Continuation Prepayment AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19, 2021, ) is entered into as of July 11, 2019, by and among NERDWALLETHome Point Financial Corporation a New Jersey corporation, INC., a Delaware corporation as borrower (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), Home Point Capital Inc., a Delaware corporation (the several banks and other “Guarantor”), the financial institutions or entities that may from time to time party to this Agreement become parties hereto (each such financial institution, a “Lender” and, and collectively, the “Lenders”), SILICON VALLEY ) and GXXXXXX SXXXX BANK USA (“SVBGS Bank”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Appears in 1 contract

Samples: Credit Agreement (Home Point Capital Inc.)

Schedules. Schedule 1.1A: 1.01(i) Restricted Subsidiaries Schedule 1.01(ii) Unrestricted Subsidiaries Schedule 1.01(iii) Guarantors Schedule 1.01(iv) Secured Hedge Agreements as of the Closing Date Schedule 2.01 Commitments and Applicable Percentages Schedule 2.03 L/C Commitments Schedule 1.1B: 6.03 Required Consents and Regulatory Approvals Schedule 6.05 Existing Letters of Credit Litigation Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 6.20 Environmental Compliance Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): 7.15 Existing Indebtedness Schedule 7.3(f): 7.17 Existing Liens Schedule 7.8(e): 7.18 Existing Investments EXHIBITS Exhibit ASchedule 7.20 Transactions with Affiliates EXHIBITS: EXHIBIT A-1 Form of Committed Loan Notice EXHIBIT A-2 Form of Committed Loan Notice for Conversion or Continuation of Loans EXHIBIT B-1 Form of Term A Note EXHIBIT B-2 [Reserved] Exhibit B: EXHIBIT B-3 Form of Revolving Credit Note EXHIBIT B-4 Form of Swingline Note EXHIBIT C Form of Compliance Certificate Exhibit C: EXHIBIT D-1 Form of Secretary’s/Managing Member’s Certificate Exhibit D: as to Quarterly Financial Statements EXHIBIT D-2 Form of Solvency Certificate Exhibit E: as to Annual Financial Statements EXHIBIT E Form of Opinion of General Counsel for the Borrower and the other Loan Parties EXHIBIT F Form of Opinion of Special New York Counsel to the Borrower and the other Loan Parties EXHIBIT G [Reserved] EXHIBIT H Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: EXHIBIT I Form of Revolving Loan Note Exhibit H-2: Incremental Term Supplement EXHIBIT J Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Certificate EXHIBIT K Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation Guaranty Supplement SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 28, 2017 (this “Credit Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLET, AMC NETWORKS INC., a Delaware corporation (the NerdWalletCompany”), NERDWALLET COMPARE, INC.AMC NETWORK ENTERTAINMENT LLC, a Delaware corporation New York limited liability company (“NW Compare” collectively with the Company and together with NerdWallet, individually and collectively each Additional Borrower (as the context requires, jointly and severallydefined below), the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectivelyRestricted Subsidiaries identified herein, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacitieslenders which are parties hereto, together with any their respective successors and assigns in such capacitiesassigns, the “and JPMORGAN CHASE BANK, N.A., as Administrative Agent”), Collateral Agent and an L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (AMC Networks Inc.)

Schedules. Schedule 1.1A: 1.1 Revolving Loan Commitments Schedule 1.1B: Existing Letters 3.5 Litigation Schedule 3.7 ERISA Schedule 3.8 Closing Date Sources and Uses; Funds Flow Memorandum Schedule 3.9 Ownership of Credit Property; Liens Schedule 4.4: Governmental Approvals3.11(a) Historical Financial Statements Schedule 3.11(b) Pro Forma Financial Statements Schedule 3.11(c) Projections Schedule 3.12 Environmental Schedule 3.15 Labor Relations Schedule 3.16 Intellectual Property Schedule 3.18 Insurance Schedule 3.19 Ventures, ConsentsSubsidiaries and Affiliates; Outstanding Stock Schedule 3.20 Jurisdiction of Organization; Chief Executive Office Schedule 3.21 Locations of Inventory, Authorizations, Filings Equipment and Notices Books and Records Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements 3.22 Deposit Accounts and Other Filings Accounts Schedule 7.2(d): Existing 3.23 Government Contracts Schedule 3.25 Bonding Schedule 5.1 Liens Schedule 5.4(e) Certain Investments Schedule 5.4(g) Certain Investments Schedule 5.5 Indebtedness Schedule 7.3(f): Existing Liens 5.6 Transactions with Affiliates Schedule 7.8(e): Existing Investments 5.9 Contingent Obligations Schedule 11.1 Prior Indebtedness ANNEXES Annex I Fiscal Periods of the Credit Parties EXHIBITS Exhibit A: [Reserved] Exhibit B: 1.1(c) Form of Compliance Certificate L/C Request Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: 1.6 Form of Notice of Conversion/Continuation AMENDED AND RESTATED Exhibit 2.1 Closing Checklist Exhibit 4.2(b) Form of Compliance Certificate Exhibit 11.1(a) Form of Assignment Exhibit 11.1(b) Form of Borrowing Base Certificate Exhibit 11.1(c) Form of Notice of Borrowing Exhibit 11.1(d) Form of Revolving Note Winnebago Credit Agreement 41858764 CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (including all exhibits, annexes and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”), dated as of February 19, 2021, ) is entered into as of October 31, 2012, by and among NERDWALLETWINNEBAGO INDUSTRIES, INC., an Iowa corporation (“Winnebago Inc.”), WINNEBAGO OF INDIANA, LLC, an Iowa limited liability company (“Indiana”; Winnebago Inc. and Indiana are sometimes referred to herein, collectively, as the “Borrowers” and, individually, as a “Borrower”), Winnebago Inc., as Borrower Representative, the other Persons party hereto that are designated as a “Credit Party” and are party hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, NerdWalletGE Capital”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), Agent for the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders” and, individually, each, a “Lender”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)Lenders.

Appears in 1 contract

Samples: Credit Agreement (Winnebago Industries Inc)

Schedules. Schedule 1.1A: 1.01 – Commitments Schedule 1.1B: 2.01 – Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 3.06 – Disclosed Matters Schedule 4.13: Pension Plans 3.12 – Insurance Schedule 4.15: 3.16 – Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): 6.01 – Existing Indebtedness Schedule 7.3(f): 6.01(iv) – Existing Intercompany Loans Schedule 6.02 – Existing Liens Schedule 7.8(e): 6.04 – Existing Investments EXHIBITS and Committed or Pending Investments Schedule 6.10 – Existing Restrictions Schedule 9.04(c)(vi) – Voting Participants EXHIBITS: Exhibit A: A – Form of Assignment and Assumption Exhibit B – [Reservedreserved] Exhibit B: C – [reserved] Exhibit D – [reserved] Exhibit E – Form of Borrowing Request Exhibit F – Form of Interest Election Request Exhibit G – Form of Compliance Certificate Exhibit C: H – Form of Secretary’s/Managing Member’s Perfection Certificate Exhibit D: I – Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 Revolving Note Exhibit J F-4: Forms Form of Borrower Joinder Agreement Exhibit K – Form of Borrower Termination Agreement Exhibit L - Form of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 9, 2009, as amended and restated as of February 23, 2011 (as it may be amended or modified from time to time, this “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLETTYSON FOODS, INC., a Delaware corporation (the NerdWalletCompany”), NERDWALLET COMPAREin its capacity as a Borrower, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as certain Subsidiaries of the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities Company that may be SUBSIDIARY BORROWERS from time to time party to this Agreement (each a “Lender” and, collectivelyhereto, the “Lenders”)Lenders party hereto, SILICON VALLEY BANK (“SVB”)and JPMORGAN CHASE BANK, N.A., as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).. The parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Tyson Foods Inc)

Schedules. Schedule 1.1A: 1.01(a) -- Contributed Business Schedule 1.01(b) -- Mortgaged Real Properties Schedule 1.01(c) -- Mortgaged Leasehold Properties Schedule 1.01(d) -- Refinanced Indebtedness Schedule 2.01 -- Commitments Schedule 1.1B: Existing Letters of Credit 3.03 -- Conflicting Agreements Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 3.05(a) -- Holdover Tenancies Schedule 3.05(c) -- Owned and Notices Leased Property Schedule 4.13: Pension Plans 3.06 -- Disclosed Matters Schedule 4.15: 3.07 -- Zoning Matters Schedule 3.13 -- Subsidiaries Schedule 4.17: Environmental 3.14 -- Insurance Schedule 3.19 -- Ownership of the Borrower and the General Partner Schedule 3.21 -- Leases Schedule 4.01 -- Local Counsel Schedule 5.13 -- Post-Closing Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): 6.01 -- Existing Indebtedness Schedule 7.3(f): 6.02 -- Existing Liens Schedule 7.8(e): 6.04 -- Investments, Loans, Advances, Guarantees and Acquisitions Schedule 6.10 -- Existing Investments EXHIBITS Restrictions EXHIBITS: Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: A -- Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] Exhibit H-1: B-1 -- Form of Revolving Loan Note Opinion of Straxxxxxxx & Xrice, L.L.P. Exhibit H-2: B-2 -- Form of Swingline Loan Note Opinion of Coudert Brothers Exhibit I: [Reserved] Exhibit J: B-3 -- Form of Collateral Information Certificate Opinion of Davix X. Xxxxxxx, Xxq. Exhibit K: B-4 -- Form of Notice Opinion of Borrowing Local Counsel Exhibit L: C -- Form of Notice Guarantee Agreement Exhibit D -- Form of Conversion/Continuation AMENDED AND RESTATED Indemnity, Subrogation and Contribution Agreement Exhibit E-1 -- Form of Real Property Mortgage Exhibit E-2 -- Form of Leasehold Property Mortgage Exhibit E-3 -- Form of Real Property Deed of Trust 6 5 Exhibit E-4 -- Form of Leasehold Property Deed of Trust Exhibit F -- Form of Pledge Agreement Exhibit G -- Form of Security Agreement 7 CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19September 4, 20211997, is entered into by and among NERDWALLETSOUTHERN FOODS GROUP, L.P., a limited partnership organized under the laws of the State of Delaware (the "Borrower"), MID-AMERICA DAIRYMEN, INC., a Delaware Kansas corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as "Mid-Am" or the context requires, jointly and severally, the “"Initial Borrower"), the several banks LENDERS party hereto and THE CHASE MANHATTAN BANK, as Administrative Agent. Pursuant to the Stock Purchase and Merger Agreement dated as of May 22, 1997, among the Initial Borrower, Bordxx Xxxdings (such term and each other financial institutions capitalized term used but not defined in this preamble having the meaning assigned to such term in Article I) and Bordxx, (x) AcquisitionCo will acquire all the outstanding preferred stock and common stock of Bordxx Xxxdings owned by Bordxx, (x) AcquisitionCo will be merged with and into Bordxx Xxxdings and, as a result of such merger, Bordxx Xxxdings will become a wholly owned subsidiary of Mid-Am, and (c) Bordxx Xxxdings and its subsidiaries (other than BMGD and Bordxx Xxxestments) will be merged with and into Mid-Am. In connection with the Acquisition, (a) Mid-Am will contribute the assets and liabilities that were held by Bordxx Xxxdings and its subsidiaries (other than the capital stock, assets and liabilities of BMGD and Bordxx Xxxestments) immediately prior to the Acquisition to the Borrower in exchange for (i) the assumption by the Borrower of the Initial Borrower's obligations under this Agreement and (ii) the issuance by the Borrower of the New Preferred Interests and (b) the Borrower and SFG Capital will issue the Subordinated Debt in a public offering or entities Rule 144A placement. Each of the Initial Borrower and the Borrower has requested the Lenders to extend credit in the form of (a) Tranche A Term Loans on the Effective Date, in an aggregate principal amount of $90,000,000, (b) Tranche B Term Loans on the Effective Date, in an aggregate principal amount of $100,000,000, and (c) Revolving Loans at any time and from time to time party from and including the Effective Date and prior to this Agreement (each a “Lender” andthe Revolving Credit Maturity Date, collectivelyin an aggregate principal amount at any time outstanding not in excess of $60,000,000. The Borrower has requested the Swingline Lender to extend credit, at any time and from time to time from and including the Effective Date and prior to the Revolving Credit Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $10,000,000. The Borrower has requested the Issuing Bank to issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $5,000,000, to support payment obligations incurred in the ordinary course of business by the Borrower and the Subsidiaries. rights or obligations under the Loan Documents with respect to Borrowings received by it on the Effective Date, provided that, after the Effective Date, the “Lenders”), SILICON VALLEY BANK Initial Borrower shall remain liable (“SVB”), as a) with respect to the Issuing Lender representations and warranties made by it hereunder on the Effective Date and (b) with respect to certain affirmative covenants made by it hereunder. The proceeds of the Revolving Loans (other than the Revolving Loans used for the purposes specified in the first sentence of this paragraph) and the Swingline LenderLoan are to be used by the Borrower for general corporate purposes of the Borrower and the Subsidiaries. The Lenders and the Swingline Lenders are willing to extend such credit to the Initial Borrower and the Borrower, and SVBthe Issuing Bank is willing to issue letters of credit of the account of the Borrower, as administrative agent in each case on the terms and collateral agent for subject to the Lenders (in such capacities, together with any successors and assigns in such capacitiesconditions set forth herein. Accordingly, the “Administrative Agent”).parties hereto agree as follows:

Appears in 1 contract

Samples: Asset Purchase Agreement (SFG Capital Corp)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit Schedule 1.1C: Borrower Insiders Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings Xxxxxxx and Notices Schedule 4.13: Pension ERISA Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 4.23(d): Product Recalls And Market Withdrawals Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e7.8(d): Existing Investments to Loans and Officers Schedule 7.8(n): Existing Investments EXHIBITS Exhibit A: [Reserved] Form of Guarantee and Collateral Agreement Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit H-3: Form of Term Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED NY-2463280 CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19August 6, 2021, is entered into by and among NERDWALLET, ORGANOGENESIS HOLDINGS INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”).

Appears in 1 contract

Samples: Credit Agreement (Organogenesis Holdings Inc.)

Schedules. Schedule 1.1A: 1.1(a) Commitments Schedule 1.1B: 1.1(b) Down-REITs Schedule 2.2(c) Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 6.5 Consents Schedule 4.13: Pension Plans Schedule 4.15: 6.21 Organization Structure/Subsidiaries Schedule 4.17: Environmental Matters 6.22 Properties Schedule 4.19(a): Financing Statements and Other Filings 8.1(e) Senior Notes Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments 11.1 Notices EXHIBITS Exhibit A: [Reserved] Exhibit B: 2.1(b) Form of Compliance Certificate Notice of Borrowing Exhibit C: 2.1(e) Form of Secretary’sNotice of Continuation/Managing Member’s Certificate Conversion Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: 2.1(g) Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: 2.3(b) Form of Notice of Borrowing Swing Line Loan Exhibit L: 2.3(d) Form of Notice Swing Line Loan Note Exhibit 2.4(b) Form of Conversion/Continuation Competitive Bid Request Exhibit 2.4(h) Form of Competitive Bid Loan Note Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 7.1(d) Form of Borrowing Base Certificate Exhibit 7.12 Form of Joinder Agreement Exhibit 11.3 Form of Assignment and Assumption Agreement AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Credit Agreement”), dated as of February 19, 2021, ) is entered into by and as of March 31, 2003 among NERDWALLETPAN PACIFIC RETAIL PROPERTIES, INC., a Delaware Maryland corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), certain Subsidiaries of the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectivelyBorrower as Guarantors, the “Lenders”Lenders (as defined herein), SILICON VALLEY and BANK (“SVB”)OF AMERICA, N.A., as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent Administrative Agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, and US BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent.

Appears in 1 contract

Samples: Revolving Credit Agreement (Pan Pacific Retail Properties Inc)

Schedules. Schedule 1.1A: Commitments A Applicable Margin and Applicable Fee Definitions and Determinations Schedule 1.1B: Existing Letters B Pro Rata Percentages and Pro Rata Shares Schedule 6.1 State of Credit Incorporation of Borrower Schedule 4.4: Governmental Approvals6.3 Pledges, Consents, Authorizations, Filings etc. of Borrower Schedule 6.4 Stock owned by Borrower Schedule 6.7 Pending or Threatened Litigation or Proceedings Against or Affecting Borrower Schedule 6.14 Names (including trade names) and Notices Addresses of Borrower identifying chief executive offices Schedule 4.13: 6.16 Employee Pension Plans Benefit Plan Obligations of Borrower Schedule 4.15: Subsidiaries 6.18 Intellectual Property of Borrower Schedule 4.17: Environmental Matters 7.2 Permitted Sale and Leaseback Transaction Schedule 4.19(a): Financing Statements 7.3 Permitted Indebtedness for Borrowed Money Schedule 7.4 Permitted Investments and Other Filings Loans Schedule 7.2(d): Existing Indebtedness 7.9 Permitted Liens and Security Interests Schedule 7.3(f): Existing Liens 7.18 Permitted Affiliate Transactions Schedule 7.8(e): Existing Investments 9.2 Initial Budget - Borrower EXHIBITS -------- Exhibit "A: [Reserved] " Form of Note Exhibit "B: " Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT LOAN AGREEMENT -------------- THIS AMENDED AND RESTATED CREDIT LOAN AGREEMENT (this “Agreement”)the "AGREEMENT") is made effective the ____ day of June, dated as of February 191998, 2021, is entered into by and among NERDWALLET, INCSPECIALTY PRODUCTS & INSULATION CO., a Delaware Pennsylvania corporation (“NerdWallet”"SPI"), NERDWALLET COMPAREeach of the Subsidiaries of SPI described on EXHIBIT "A" ----------- attached hereto and made a part hereof (collectively, INC.the "SPI SUBSIDIARIES") MELLON BANK, N.A., a Delaware corporation national banking association, in its capacity as agent (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”"AGENT"), and the several banks and other financial institutions listed on SCHEDULE B attached hereto ---------- and made a part of this Agreement (as such Schedule may be amended, modified or entities replaced from time to time party to this Agreement time), in their capacity as lenders (each a “Lender” and, collectively, "LENDER" and collectively the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”"LENDERS").

Appears in 1 contract

Samples: Loan Agreement (Specialty Products & Insulation Co)

Schedules. Schedule 1.1A: Commitments 1.01(a) Refinancing Indebtedness to Be Repaid Schedule 1.1B: 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 3.09 Material Agreements Schedule 4.13: Pension Plans 3.19 Insurance Schedule 4.15: Subsidiaries 3.21 Acquisition Documents Schedule 4.17: Environmental 4.01(g) Local Counsel Opinions Schedule 5.15 Post-Closing Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): 6.01(b) Existing Indebtedness Schedule 7.3(f): 6.02(c) Existing Liens Schedule 7.8(e): 6.04(b) Existing Investments EXHIBITS Exhibit A: [Reserved] A Form of Administrative Questionnaire Exhibit B: B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit C: E Form of Secretary’s/Managing Member’s Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Intercompany Note Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Non-Bank Certificate Exhibit D: K-1 Form of Term Note Exhibit K-2 Form of Revolving Note Exhibit K-3 Form of Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M Form of Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (this “Agreement”), ) dated as of February 19January 31, 20212007, is entered into by and among NERDWALLETON ASSIGNMENT, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks Subsidiary Guarantors (such term and each other financial institutions or entities from time capitalized term used but not defined herein having the meaning given to time party to this Agreement (each a “Lender” and, collectivelyit in Article I), the Lenders, UBS SECURITIES LLC, as lead arranger (in such capacity, LendersArranger”) and as syndication agent (together with any successor in such capacity, “Syndication Agent”), SILICON VALLEY UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), BANK OF AMERICA, N.A. and SUNTRUST BANK, each as a co-documentation agent (each in such capacity, a”Co-Documentation Agent”) and UBS AG, STAMFORD BRANCH, as issuing bank (together with any successor in such capacity, SVBIssuing Bank”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacitiescapacity, together with any successors and assigns in such capacities, the “Administrative Agent”)) for the Lenders and as collateral agent (together with any successor in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank.

Appears in 1 contract

Samples: Credit Agreement (On Assignment Inc)

Schedules. Schedule 1.1A: 1.1 Commitments Schedule 1.1B: 5.1 Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and 12.1 Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit B: 2.1(b)(ii) Form of Compliance Certificate Competitive Bid Request Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: 2.2(a) Form of Notice of Borrowing Exhibit L: 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.7(a) Form of Revolving Loan Note Exhibit 2.7(b) Form of Competitive Bid Loan Note Exhibit 2.8(a) Form of Extension of Maturity Date Request Exhibit 2.8(b) Form of Extension of Maturity Date Certificate Exhibit 2.9 Form of Sublimit Adjustment Letter Exhibit 6.1B(c) Form of Closing Certificate Exhibit 6.1B(e) Form of Legal Opinions Exhibit 8.1(c) Form of Officer’s Certificate Exhibit 12.3 Form of Assignment Agreement SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Credit Agreement”), dated as of February 19November 10, 2021, is entered into by and 2016 among NERDWALLETDOMINION RESOURCES, INC., a Delaware Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, DOMINION GAS HOLDINGS, LLC, a Virginia limited liability company, and QUESTAR GAS COMPANY, a Utah corporation (“NerdWallet”)each of the above, NERDWALLET COMPARE, INC.individually, a Delaware corporation (NW CompareBorrower” and together with NerdWallet, individually and collectively as the context requires, jointly and severallycollectively, the “BorrowerBorrowers”), the several banks and other financial institutions or entities from time to time party parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”)JPMORGAN CHASE BANK, as the Issuing Lender and the Swingline LenderN.A., and SVBa national banking association, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”), and Mizuho Bank, Ltd., Bank of America, N.A., Barclays Bank PLC and Xxxxx Fargo Bank, N.A., as Syndication Agents.

Appears in 1 contract

Samples: Revolving Credit Agreement (Dominion Resources Inc /Va/)

Schedules. Schedule 1.1A: Commitments 1.1(a) Lenders’ Commitment Schedule 1.1B: Existing Letters of Credit 4 Authorized Officers Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 6.4 Ownership Interests and Taxpayer Identification Numbers Schedule 6.14.2 Borrowing Base Properties Schedule 6.14.3 Environmental Reports Schedule 6.14.5 Ground Leases Schedule 6.23.1 Major Leases Schedule 8.3.6 Designated Properties Schedule 15.1 Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] A — Form of Loan Notice Exhibit B: B — Form of Note Exhibit C — Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: D — Form of Assignment and Assumption Exhibits F-1 – F-4: Forms Exhibit E — Form of U.S. Tax Closing Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: F-1 — Form of Revolving Loan Note CRT Guaranty Agreement Exhibit H-2: F-2 — Form of Swingline Loan Note Subsidiary Guaranty Agreement Exhibit I: [Reserved] Exhibit J: H — Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT Cash Flow Projections LOAN AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT This agreement (this “Loan Agreement” or “Agreement”), dated ) is made and entered into as of February 1911, 20212014, is entered into by and among NERDWALLETbetween CEDAR REALTY TRUST PARTNERSHIP, INC.L.P., a Delaware corporation limited partnership (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) and the several banks and other financial institutions as are, or entities may from time to time party become parties to this Agreement (each a “Lender” and, and collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVBKEYBANK NATIONAL ASSOCIATION, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”), and KEYBANC CAPITAL MARKETS CAPITAL ONE, NATIONAL ASSOCIATION, MANUFACTURERS AND TRADERS TRUST COMPANY and REGIONS BANK as Co-Lead Arrangers and Co-Book Managers, and TD BANK, N.A., as Documentation Agent.

Appears in 1 contract

Samples: Loan Agreement (Cedar Realty Trust, Inc.)

Schedules. Schedule 1.1A: 2.01 Commitments and Applicable Percentages Schedule 1.1B: Existing Letters 6.10 Insurance Schedule 6.12 Plans or Multiemployer Plans Schedule 6.13 Subsidiaries Schedule 6.17 IP Rights Schedule 6.20(a) Locations of Credit Real Property Schedule 4.4: Governmental Approvals6.20(b) Locations of Tangible Personal Property Schedule 6.20(c) Location of Chief Executive Office, ConsentsTaxpayer Identification Number, AuthorizationsEtc. Schedule 6.20(d) Changes in Legal Name, Filings State of Formation and Structure Schedule 8.01 Liens Schedule 8.02 Investments Schedule 8.03 Indebtedness Schedule 11.02 Certain Addresses for Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments 11.06 Disqualified Institutions EXHIBITS Exhibit A: [Reserved] 1.01 Form of Secured Party Designation Notice Exhibit B: 2.02 Form of Loan Notice Exhibit 2.04 Form of Swing Line Loan Notice Exhibit 2.05 Form of Notice of Prepayment Exhibit 2.11(a) Form of Note Exhibit 2.16(a) Form of Designated Borrower Request and Assumption Agreement Exhibit 2.16(b) Form of Designated Borrower Notice Exhibit 3.01 Forms of U.S. Tax Compliance Certificates Exhibit 7.02 Form of Compliance Certificate Exhibit C: 7.13 Form of Secretary’s/Managing Member’s Certificate Joinder Agreement Exhibit D: Form of Solvency Certificate Exhibit E: 11.06(b) Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: 11.06(b)(iv) Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation Administrative Questionnaire FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this the “Agreement”), dated as of February 19, 2021, ) is entered into by and as of June 28, 2018 among NERDWALLET, INCCANTEL MEDICAL CORP., a Delaware corporation (the NerdWalletCompany”), NERDWALLET COMPAREcertain Subsidiaries of the Company party hereto pursuant to Section 2.16 (each a “Designated Borrower” and, INC.together with the Company, a Delaware corporation (the NW CompareBorrowers” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the each a “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement Guarantors (each a “Lender” and, collectively, the “Lenders”defined herein), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacitiesdefined herein) and BANK OF AMERICA, together with any successors and assigns in such capacitiesN.A., the “as Administrative Agent”), Swing Line Lender and L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Cantel Medical Corp)

Schedules. Schedule 1.1A: 1.01(a) – Certain Timken Stockholders Schedule 1.01(b) – Material Subsidiaries Schedule 2.01 – Commitments Schedule 1.1B: 3.08(b) – Existing Letters of Credit Liens Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 3.09 – Environmental Matters Schedule 4.13: 3.12 – Pension Plans Schedule 4.15: 3.13 – Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Equity Investments Schedule 7.2(d): 3.15 – Projected Financial Information Schedule 6.02(f) – Existing Investments Schedule 6.03 – Existing Indebtedness Schedule 7.3(f): Existing Liens 6.08 – Transactions with Affiliates Schedule 7.8(e): Existing Investments EXHIBITS 6.09 – Burdensome Agreements Schedule 9.04 – Disqualified Competitors EXHIBITS: Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: A – Form of Assignment and Assumption Exhibits Exhibit B – Form of Opinion of Loan Parties’ Counsel Exhibit C – Form of Increasing Lender Supplement Exhibit D – Form of Augmenting Lender Supplement Exhibit E – List of Closing Documents Exhibit F-1 – F-4: Forms Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships) Exhibit F-2 – Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) Exhibit F-3 – Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) Exhibit F-4 – Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships) Exhibit G-1 – Form of Borrowing Request Exhibit G-2 – Form of Interest Election Request Exhibit H – Form of Note Exhibit I – Form of Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), ) dated as of February 19June 30, 2021, is entered into by and 2014 among NERDWALLET, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severallyTIMKENSTEEL CORPORATION, the “Borrower”), the several banks and other financial institutions or entities LENDERS from time to time party to this Agreement (each a “Lender” andhereto, collectivelyJPMORGAN CHASE BANK, the “Lenders”), SILICON VALLEY BANK (“SVB”)N.A., as the Issuing Lender and the Swingline LenderAdministrative Agent, and SVBPNC BANK, NATIONAL ASSOCIATION, as administrative agent Syndication Agent and collateral agent for the Lenders (in such capacitiesBANK OF AMERICA, together with any successors N.A. and assigns in such capacitiesHSBC BANK USA, the “Administrative Agent”).NATIONAL ASSOCIATION, as Co-Documentation Agents. The parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (TimkenSteel Corp)

Schedules. Schedule 1.1A: I — Commitments and Applicable Lending Offices Schedule 1.1B: Existing Letters of Credit MM — Major Maintenance Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 6.01(b) — Loan Parties Schedule 4.13: Pension Plans 6.01(c) — Ownership Schedule 4.15: Subsidiaries 6.01(g) — Disclosed Litigation Schedule 4.17: 6.01(q) — Environmental Matters Disclosure Schedule 4.19(a): Financing Statements and Other Filings 6.01(u) — Real Property Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): 7.02(a) — Existing Liens Schedule 7.8(e): Existing Investments 7.02(p) — Affiliate Transactions EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: A — Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] Exhibit H-1: B-1 — Form of Revolving Loan Delay Draw Note Exhibit H-2: B-2 — Form of Swingline Loan Term B Note Exhibit I: [Reserved] Exhibit J: B-3 — Form of Collateral Information Certificate Working Capital Note Exhibit K: C — Form of Notice of Borrowing Exhibit L: D — Form of Notice Pledge Agreement Exhibit E — Form of Conversion/Continuation AMENDED AND RESTATED Security Agreement Exhibit F — Form of Mortgage Exhibit G — Form of Intercreditor Agreement Exhibit H — Form of Security Deposit Agreement Exhibit I — Form of Solvency Certificate Exhibit J — Form of Guaranty Supplement LSP Gen Finance First Lien Credit Agreement FIRST LIEN CREDIT AGREEMENT THIS AMENDED AND RESTATED FIRST-LIEN CREDIT AGREEMENT (this “Agreement”), dated as of February 19May 4, 20212006 among LSP GEN FINANCE CO, is entered into by and among NERDWALLET, INC.LLC, a Delaware corporation limited liability company (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement Guarantors (each a “Lender” and, collectivelyas hereinafter defined), the “Lenders”Lenders (as hereinafter defined), SILICON VALLEY BANK the Issuing Banks (as hereinafter defined), the Swing Line Bank (as hereinafter defined), CREDIT SUISSE SECURITIES (USA) LLC (“SVBCS Securities”), as Joint Lead Arranger and Joint Book Runner, XXXXXXX SACHS CREDIT PARTNERS L.P. (“Xxxxxxx Xxxxx”), as Joint Lead Arranger and Joint Book Runner, XXXXXX XXXXXXX & CO. INCORPORATED (“MS&Co.”), as Joint Lead Arranger and Joint Book Runner, WESTLB AG, NEW YORK BRANCH (“WestLB”), as Joint Lead Arranger and Joint Book Runner, CS Securities, as syndication agent (in such capacity, the Issuing Lender and “Syndication Agent”), Credit Suisse, as documentation agent (in such capacity, the Swingline Lender“Documentation Agent”), CREDIT SUISSE (“Credit Suisse”), as first lien collateral agent (together with any successor first lien collateral agent, the “First Lien Collateral Agent”) for the First Lien Secured Parties (as hereinafter defined), and SVBCREDIT SUISSE, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiessuccessor administrative agent appointed pursuant to Article IX, the “Administrative Agent” and, together with the First Lien Collateral Agent, the “Agents) for the Lender Parties (as hereinafter defined).

Appears in 1 contract

Samples: First Lien Credit Agreement (Dynegy Inc /Il/)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and 1.01(a) Certain Addresses for Notices Schedule 4.13: Pension Plans 1.01(b) Initial Commitments and Applicable Percentages Schedule 4.15: 1.01(c) Mortgaged Property Support Documentation Schedule 5.10 Insurance Schedule 5.19(a) Subsidiaries Schedule 4.17: Environmental Matters 5.19(b) Loan Parties Schedule 4.19(a): Financing Statements 5.20(b) Intellectual Property Schedule 5.20(c) Documents, Instruments, and Other Filings Tangible Chattel Paper Schedule 7.2(d): 5.20(d)(i) Deposit Accounts & Securities Accounts Schedule 5.20(d)(ii) Electronic Chattel Paper & Letter-of-Credit Rights Schedule 5.20(e) Commercial Tort Claims Schedule 5.20(f) Pledged Equity Interests Schedule 5.20(g) Leased and Owned Properties Schedule 7.01 Existing Liens Schedule 7.02 Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): 7.03 Existing Investments EXHIBITS Exhibit A: [Reserved] A Form of Assignment and Assumption Exhibit B: B Form of Compliance Certificate Exhibit C: C Form of Secretary’s/Managing Member’s Certificate Joinder Agreement Exhibit D: D Form of Solvency Certificate Loan Notice Exhibit E: E Form of Assignment and Assumption Exhibits F-1 – F-4: Note Exhibit F Form of Secured Party Designation Notice Exhibit G Forms of U.S. Tax Compliance Certificate Certificates Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: H Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED Loan Prepayment CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (this “Agreement”), dated as of February 19, 2021, is entered into by and as of September 8, 2016, among NERDWALLET, GOOD TIMES RESTAURANTS INC., a Delaware Nevada corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement Guarantors (each a “Lender” and, collectively, the “Lenders”defined herein), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacitiesdefined herein), together with any successors and assigns in such capacitiesCADENCE BANK, the “NATIONAL ASSOCIATION, as Administrative Agent”)Agent and L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Good Times Restaurants Inc)

Schedules. Schedule 1.1A: Commitments I - List of Applicable Lending Offices Schedule 1.1B: Existing Letters of Credit 3.01(b) - Disclosed Litigation Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 4.01(c) - Required Authorizations and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments Approvals EXHIBITS Exhibit A: [Reserved] Exhibit B: A-1 - Form of Compliance Certificate Revolving Credit Note Exhibit C: A-2 - Form of Secretary’s/Managing Member’s Certificate Competitive Bid Note Exhibit D: B-1 - Form of Solvency Certificate Notice of Revolving Credit Borrowing Exhibit E: B-2 - Form of Notice of Competitive Bid Borrowing Exhibit C - Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] Exhibit H-1: D - Form of Revolving Loan Note Assumption Agreement Exhibit H-2: E - Form of Swingline Loan Note Designation Letter Exhibit I: [Reserved] Exhibit J: F - Form of Collateral Information Certificate Acceptance by Process Agent Exhibit K: G - Form of Notice Opinion of Borrowing Xxxxxx X. Xxxxxx, Senior Vice President, General Counsel and Secretary of the Company Exhibit L: H - Form of Notice Opinion of Conversion/Continuation AMENDED AND RESTATED Counsel to a Designated Subsidiary FIVE YEAR CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated Dated as of February 19November 12, 2021, is entered into by and among NERDWALLET, INC.2004 HERSHEY FOODS CORPORATION, a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”"Company"), the several banks banks, financial institutions and other financial institutions or entities from time to time party to this Agreement institutional lenders (each a “Lender” andthe "Initial Lenders") listed on the signature pages hereof, collectivelyCITIBANK, the “Lenders”N.A. ("Citibank"), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent (the "Agent") for the Lenders (in such capacitiesas hereinafter defined), together with any successors BANK OF AMERICA, N.A., as syndication agent, UBS LOAN FINANCE LLC, as documentation agent, and assigns in such capacitiesCITIGROUP GLOBAL MARKETS INC. and BANC OF AMERICA SECURITIES LLC, as joint lead arrangers and joint book managers (the “Administrative Agent”"Arrangers")., agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Hershey Foods Corp)

Schedules. Schedule 1.1A: 1.01(a): Lenders and Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 1.01(b): Excluded Subsidiaries Schedule 4.172.18(b): Credit Card Arrangements Schedule 2.18(c): Blocked Accounts Schedule 3.01: Organization Information Schedule 3.08(b)(i): Owned Real Estate Schedule 3.08(b)(ii): Leased Real Estate Schedule 3.09(b): Environmental Matters Schedule 4.19(a3.09(d): Financing Statements Environmental Investigation Schedule 3.10: Taxes Schedule 3.11: ERISA and Other Filings Pension Matters Schedule 7.2(d3.12: Subsidiaries; Equity Interests Schedule 5.02: Lead Borrower’s Website Schedule 5.02(f): Reporting Requirements Schedule 5.07: Insurance Schedule 5.14: Unrestricted Subsidiaries Schedule 6.01: Permitted Encumbrances Schedule 6.02: Permitted Investments Schedule 6.03: Existing Indebtedness Schedule 7.3(f): Existing Liens 6.05: Permitted Dispositions Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A6.09: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation Burdensome Agreements THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19May 27, 20212016, is entered into by and among NERDWALLETas amended August 30, 2019, among: MICHAELS STORES, INC., a Delaware corporation organized under the laws of the State of Delaware, with its principal executive offices at 0000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxx 00000, for itself and as agent for the Borrowers (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severallyin such capacity, the “Lead Borrower”), the several banks ; and other financial institutions or entities THE OTHER BORROWERS AND THE FACILITY GUARANTORS from time to time party to this Agreement (each hereto; and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a “Lender” andnational banking association, collectivelyhaving a place of business at Xxx Xxxxxx Xxxxx, the “Lenders”)00xx Xxxxx, SILICON VALLEY BANK (“SVB”)Xxxxxx, as the Issuing Lender and the Swingline Lender, and SVBXxxxxxxxxxxxx 00000, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”), for its own benefit and the benefit of the other Secured Parties; The LENDERS party hereto; XXXXX FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A., as Syndication Agent ( and BANK OF AMERICA, N.A., as Arrangers (each, in such capacity, the “Syndication Agentan “Arranger”); and JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A. and SUNTRUST BANK, each as a Co-DocumentationSyndication Agent (each, in such capacity, a “Co-DocumentationSyndication Agent”).

Appears in 1 contract

Samples: Credit Agreement (Michaels Companies, Inc.)

Schedules. Schedule 1.1A: 1.1(a): Lenders and Commitments Schedule 1.1B2.18(b): Credit Card Arrangements Schedule 2.18(c): Blocked Accounts Schedule 3.01: Existing Letters of Credit Organization Information Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 3.05(a): Title Exceptions Schedule 4.13: Pension Plans 3.05(b): Intellectual Property Schedule 4.15: Subsidiaries 3.05(c)(i): Owned Real Estate Schedule 4.17: 3.05(c)(ii): Leased Real Estate Schedule 3.06(a): Disclosed Matters Schedule 3.06(b): Environmental Matters Schedule 4.19(a3.06(c): Financing Statements and Other Filings Superfund Sites Schedule 7.2(d3.06(d): Real Estate Liens Schedule 3.12: Subsidiaries; Joint Ventures Schedule 3.13: Insurance Schedule 3.14: Collective Bargaining Agreements Schedule 6.01: Existing Indebtedness Schedule 7.3(f): 6.02: Existing Liens Encumbrances Schedule 7.8(e): 6.04: Existing Investments EXHIBITS Exhibit ASchedule 6.05: [Reserved] Exhibit BAsset Sales Schedule 6.07: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation Affiliate Transactions DB1/ 98023701.7 SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19September 2, 20212011, is entered into by and2011 (as amended throughon August 13, 2014, and among NERDWALLETas further amended on June 29, INC., a Delaware corporation (“NerdWallet”2018), NERDWALLET COMPARE, INC., a Delaware corporation among: BURLINGTON COAT FACTORY WAREHOUSE CORPORATION (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severallyin such capacity, the “Lead Borrower”), a corporation organized under the several banks laws of the State of DelawareFlorida, with its principal executive offices at 18302006 Rxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000, for itself and other financial institutions or entities as agent for the Borrowers and the Other Borrowers; and THE BORROWERS AND THE FACILITY GUARANTORS from time to time party to this Agreement (each hereto; and BANK OF AMERICA, N.A., a “Lender” andnational banking association, collectivelyhaving a place of business at 100 Xxxxxxx Xxxxxx, the “Lenders”)Xxxxxx, SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVBXxxxxxxxxxxxx 00000, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”)., and as collateral agent (in such capacity, the “Collateral Agent”), for its own benefit and the benefit of the other Secured Parties; The LENDERS party hereto; WXXXX FARGO CAPITAL FINANCE, LLCBANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents; and SUNTRUST BANK and U.S. BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents; and BANK OF AMERICA, N.A. and WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunners in consideration of the mutual covenants herein contained and benefits to be derived herefrom, the parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Burlington Stores, Inc.)

Schedules. Schedule 1.1A: 1.1(a) - Syndicated Lenders and Syndicated Loan Commitments Schedule 1.1B: 1.1(b) - Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 1.1(c) - Mandatory Cost Formulae Schedule 5.13 - Organization and Notices Schedule 4.13: Pension Plans Schedule 4.15: Ownership of Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing 5.22 - Outstanding Indebtedness Schedule 7.3(f): 7.01 - Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] A - Form of Syndicated Note Exhibit B: B - Form of Swing Line Note Exhibit C - Form of Subsidiary Guaranty Agreement Exhibit D - Form of Contribution Agreement Exhibit E - Form of Parent Guaranty Agreement Exhibit F - Form of Closing Certificate Exhibit G-1 - Form of Opinion of Xxxxx Day Exhibit G-2 - Form of Opinion of in-house general counsel Exhibit H - Form of Assignment and Acceptance Agreement Exhibit I - Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: J - Form of Notice of Borrowing Exhibit L: K - Form of Notice of Conversion/Continuation AMENDED AND RESTATED Exhibit L - Form of Notice of Account Designation Exhibit M - Form of Notice of Prepayment REVOLVING CREDIT AGREEMENT THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”), dated made and entered into as of February 19October 25, 20212006, is entered into by and among NERDWALLET, CHOICEPOINT INC., a Delaware Georgia corporation (“NerdWalletParent”), NERDWALLET COMPARE, CHOICEPOINT SERVICES INC., a Delaware Georgia corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (“Wachovia”), the several other banks and lending institutions listed on the signature pages hereof, and any assignees of Wachovia, or such other financial banks and lending institutions or entities from time which become “Lenders” as provided herein (Wachovia, and such other banks, lending institutions and assignees are referred to time party to this Agreement (each a “Lender” and, collectively, collectively herein as the “Lenders”), SILICON VALLEY BANK (“SVB”)and Wachovia, in its capacity as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent Administrative Agent for the Lenders and each successor Administrative Agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Appears in 1 contract

Samples: Revolving Credit Agreement (Choicepoint Inc)

Schedules. Schedule 1.1A: Commitments 1 Subsidiary Guarantors Schedule 1.1B: Existing Letters 1.01(f) Closing Date L/C Issuers and Letter of Credit Sublimits Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 2.01 Commitments and Notices Pro Rata Shares Schedule 4.13: Pension Plans 5.08 Material Real Property Schedule 4.15: 5.12 Subsidiaries and Other Equity Investments Schedule 4.17: Environmental 5.16 Intellectual Property Matters Schedule 4.19(a): Financing Statements and Other Filings 6.16 Post-Closing Undertakings Schedule 7.2(d): Existing 7.01 Closing Date Indebtedness Schedule 7.3(f): Existing 7.02 Closing Date Liens Schedule 7.8(e): Existing 7.04 Scheduled Asset Sales Schedule 7.05 Closing Date Investments Schedule 10.02 Administrative Agent's Office, Certain Addresses for Notices EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Exhibit A-1 Committed Loan Notice Exhibit A-2 Request for L/C Credit Extension Exhibit B-1 Term Note Exhibit B-2 Revolving Credit Note Exhibit C Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of D-1 Assignment and Assumption Exhibits F-1 – F-4: Forms of Exhibit D-2 Administrative Questionnaire Exhibit D-3 Affiliate Lender Assignment and Assumption Exhibit G-1 Junior Lien Intercreditor Agreement Exhibit G-2 Pari Passu Intercreditor Agreement Exhibit H Intercompany Subordination Agreement Exhibit I-1 U.S. Tax Compliance Certificate Exhibit G: I-2 U.S. Tax Compliance Certificate Exhibit I-3 U.S. Tax Compliance Certificate Exhibit I-4 U.S. Tax Compliance Certificate Exhibit J Optional Prepayment Notice Exhibit K Co-Borrower Joinder Agreement Exhibit L [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information M Solvency Certificate Exhibit K: Form of N Secured Party Joinder Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED AMERICAS 122797097 CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (this “Agreement”), dated is entered into as of February 19October 29, 2021, is entered into by and among NERDWALLETInstructure Holdings, INC.Inc., a Delaware corporation (“NerdWallet”the "Borrower"), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities each lender from time to time party to this Agreement hereto (each a “Lender” and, collectively, the "Lenders" and individually, a "Lender"), SILICON VALLEY BANK each L/C Issuer party hereto and JPMorgan Chase Bank, N.A. (“SVB”"JPM"), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”), Collateral Agent and an L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Instructure Holdings, Inc.)

Schedules. Schedule 1.1A: I - Commitments and Applicable Lending Offices Schedule 1.1B: II - Affiliated Transactions Schedule III - Agreements with Negative Pledge Clauses Schedule 1.01(a) - Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 1.01(b) - Surviving Debt Schedule 4.13: Pension Plans Schedule 4.15: 4.01 - Equity Investments; Subsidiaries Schedule 4.17: Environmental Matters 4.01(j) - Disclosures Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): 5.02(a) - Existing Liens Schedule 7.8(e): 5.02(e) - Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: A-1 - Form of Revolving Loan Credit Note Exhibit H-2: A-2 - Form of Swingline Loan Term Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B - Form of Notice of Borrowing Exhibit L: C - Form of Notice Assignment and Acceptance Exhibit D-1 - Form of Conversion/Continuation AMENDED Opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, LLP Exhibit D-2 - Form of Opinion of Xxxxxxxx, Loop & Xxxxxxxx, LLP Exhibit E - Form of Tax Compliance Certificates Exhibit F - Form of Compliance Certificate Exhibit G - Form of Security Agreement Exhibit H - Form of Guaranty Supplement Exhibit I - Form of Solvency Certificate CREDIT AND RESTATED GUARANTY AGREEMENT CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT GUARANTY AGREEMENT (this “Agreement”), ) dated as of February 19August 17, 2021, is entered into by and 2017 among NERDWALLET, INC.XXXX INCORPORATED (formerly known as Xxxx Holding Corporation), a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), and each of the several banks direct and indirect subsidiaries of the Borrower signatory hereto (each, a “Guarantor”, and, collectively, together with any person that becomes a Guarantor hereunder pursuant to Section 8.05, the “Guarantors”), the banks, financial institutions and other financial institutions or entities from time to time institutional lenders party to this Agreement hereto (each each, a “Lender” and, collectivelyand collectively with any other person that becomes a Lender hereunder pursuant to Section 9.07 or to Amendment No. 1 (as defined below), the “Lenders”), SILICON VALLEY BANK CITIBANK, N.A. (“SVBCITI”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with or any successors and assigns in such capacitiessuccessor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined), CITI, as collateral agent (or any successor appointed pursuant to Article VII, the “Collateral Agent”) for the Lender Parties and the other Secured Parties, CITIGROUP GLOBAL MARKETS INC. (“CGMI”), JPMORGAN CHASE BANK, N.A. (“JPM”), BANK OF AMERICA, N.A. (“BofA”), XXXXXXX XXXXX BANK USA (“GS”) and BARCLAYS BANK PLC (“Barclays”) as joint lead arrangers and joint bookrunners (the “Joint Lead Arrangers”), JPM, BofA and GS, as syndication agents (the “Syndication Agents”), ROYAL BANK OF CANADA (“Royal Bank”), UBS SECURITIES LLC (“UBS”), CREDIT SUISSE SECURITIES (USA) LLC (“CS”), CITIZENS BANK N.A. (“Citizens”), BMO CAPITAL MARKETS (“BMO”) and FIFTH THIRD BANK (“FTB”), as documentation agents (the “Documentation Agents”).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Dana Inc)

Schedules. Schedule 1.1A: Commitments 1.1(a) Major Customers Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing 2.1 Permitted Liens Schedule 7.8(e): Existing Investments 2.1(d) Personal Property Schedule 2.1(e) Intangible Property Schedule 2.1(h) Equity Interests Schedule 2.2 Excluded Assets Schedule 2.3 Assumed Liabilities Schedule 2.5(a) Executory Contracts, Intellectual Property Agreements and Cure Amounts Schedule 2.5(b) Real Property Leases and Cure Amounts Schedule 2.5(c) Personal Property Leases and Cure Amounts Schedule 3.1 Retained Employees Schedule 3.2 Approved Cure Amounts Schedule 5.2 Governmental Consents; Compliance with Corporate Documents Schedule 5.3(a) Intellectual Property Rights Schedule 5.3(b) Exceptions to Intellectual Property Title Schedule 5.3(c) Material Adverse Effects on Intellectual Property Rights Schedule 5.3(e) Impairment of Intellectual Property Rights Schedule 5.3(f) Intellectual Property Rights Indemnities Schedule 5.3(g) Intellectual Property Rights Infringements Schedule 5.5 Required Consents Schedule 5.6 Litigation Schedule 5.7 Compliance with Laws and Court Orders Schedule 7.1 Conduct of Business Schedule 7.7(e) Allocation of Purchase Price Schedule 7.13(b) Key Employees List EXHIBITS Exhibit A: [Reserved] Exhibit B: A Form of Compliance Certificate Assumption Agreement Exhibit C: B Form of Secretary’s/Managing Member’s Certificate Xxxx of Sale Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT C Budget ASSET PURCHASE AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT This Asset Purchase Agreement (this "Agreement”), dated ") is made and entered into as of February 19this 6th day of October, 2021, is entered into 2004 by and among NERDWALLETbetween Commerce One, INC.Inc., a Delaware corporation, Commerce One Operations, Inc., a Delaware corporation and wholly-owned subsidiary of Commerce One, Inc. (“NerdWallet”collectively Commerce One, Inc. and Commerce One Operations, Inc. are referred to herein as the "Seller"), NERDWALLET COMPARE, INC.Commerce Acquisition LLC, a Delaware corporation limited liability company (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” "Buyer") and, solely for the purposes as specifically set forth herein, ComVest Investment Partners II LLC ("ComVest") and DCC Ventures, LLC ("DCC") (collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)"Secured Creditors") .

Appears in 1 contract

Samples: Asset Purchase Agreement (Commerce One Inc / De/)

Schedules. Schedule 1.1A: Commitments 1.1A Lists of Addresses for Notices; Lending Offices; Commitment Amounts Schedule 1.1B: Existing 1.1B Terms of Used Aircraft Inventory Financing Schedule 3.3 Outstanding Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 5.14 ERISA Schedule 4.13: Pension Plans 5.5 Material Litigation Schedule 4.15: 5.12A Domestic Subsidiaries Schedule 4.17: Environmental Matters 5.12B Foreign Subsidiaries Schedule 4.19(a): Financing Statements and Other Filings 5.6(d) Dividends Schedule 7.2(d): 8.1 Existing Indebtedness Schedule 7.3(f): 8.2 Existing Liens Schedule 7.8(e): 8.3 Existing Investments EXHIBITS Contingent Obligations Schedule 8.13 Existing Foreign Exchange Contracts EXHIBITS: Exhibit A: [Reserved] A Revolving Credit Note Exhibit B: B Swing Line Note Exhibit C Term Note Exhibit D Company Pledge Agreement Exhibit E Holdings Guarantee Exhibit F Holdings Pledge Agreement Exhibit G Subsidiary Guarantee Exhibit H Subsidiary Pledge Agreement Exhibit I Form of Compliance Exemption Certificate Exhibit C: Form J-1 Opinion of Secretary’s/Managing Member’s Fried, Frank, Harris, Shriver & Jacobson Exhibit J-2 Xxxxiox xx Xxnald Mayer, Esq. Exhibit X-0 Holdings Closing Certificate Xxxxxxx X-0 Company Closing Certificate Exhibit D: Form of Solvency K-3 Subsidiary Guarantor Closing Certificate Exhibit E: Form of L L/C Participation Certificate Exhibit M Swing Line Loan Participation Certificate Exhibit N Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED Acceptance CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19October 16, 20211996, is entered into by and among NERDWALLET, INC.GULFSTREAM DELAWARE CORPORATION, a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”"COMPANY"), the several banks and other financial institutions or entities lenders from time to time party to this Agreement parties hereto (each the "LENDERS") and THE CHASE MANHATTAN BANK, a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVBNew York banking corporation, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”"ADMINISTRATIVE AGENT").

Appears in 1 contract

Samples: Credit Agreement (Gulfstream Aerospace Corp)

Schedules. Schedule 1.1A: I - Commitments and Applicable Lending Offices Schedule 1.1B: Existing Letters II - Subsidiary Guarantors Schedule 5.01(a) - Equity Investors Schedule 5.01(b) - Jurisdictions of Credit Incorporation, Addresses and Tax ID Numbers Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 5.01(c) - Subsidiaries Schedule 4.17: Environmental Matters 5.01(g) - Disclosed Litigation Schedule 4.19(a): Financing Statements and Other Filings 5.01(s) - Existing Debt Schedule 7.2(d): Existing Indebtedness 5.01(t) - Surviving Debt Schedule 7.3(f): Existing 5.01(u) - Liens Schedule 7.8(e): Existing 5.01(v) - Owned Real Property Schedule 5.01(w)(1) - Leased Real Property (Lessee) Schedule 5.01(w)(2) - Leased Real Property (Lessor) Schedule 5.01(x) - Investments Schedule 6.01(i) - Agreements with Affiliates EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: A-1 - Form of Revolving Loan Credit Note Exhibit H-2: A-2 - Form of Swingline Loan Term B Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B - Form of Notice of Borrowing Exhibit L: C - Form of Notice Assignment and Acceptance Exhibit D - Form of Conversion/Continuation AMENDED AND RESTATED Security Agreement Exhibit E - Form of Guaranty Supplement Exhibit F - Form of Solvency Certificate Exhibit G-1 - Form of Opinion of Counsel to the Loan Parties Exhibit G-2 - Form of Opinion of In-House Counsel to the Loan Parties CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), ) dated as of February 19July 29, 20212005 among Madison River Capital, is entered into by and among NERDWALLET, INC.LLC, a Delaware corporation limited liability company (“NerdWalletMRC”), NERDWALLET COMPARE, INC.Madison River Telephone Company LLC, a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severallylimited liability company, the “Borrower”other Guarantors (as hereinafter defined), the several banks and other financial institutions or entities from time to time party to this Agreement Lenders (each a “Lender” and, collectively, the “Lenders”as hereinafter defined), SILICON VALLEY BANK Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“SVBMLPF&S”) and Xxxxxxx Sachs Credit Partners L.P. (“GSCP”), as the Issuing Lender lead arrangers and the Swingline Lenderas co-syndication agents, MLPF&S, GSCP and Xxxxxx Brothers Inc. (“Xxxxxx Brothers”), as joint bookrunners, and SVBXxxxxx Commercial Paper Inc. (“Xxxxxx”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined) and as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiessuccessor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for the Lender Parties (as hereinafter defined).

Appears in 1 contract

Samples: Credit Agreement (Madison River Capital LLC)

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Schedules. Schedule 1.1A: Commitments 1.01(a) Continuing Investors Schedule 1.1B: 1.01(b) Guarantors Schedule 1.01(c) Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 1.01(d) Mortgaged Properties Schedule 4.13: Pension Plans 2.01 Lenders; Commitments Schedule 4.15: 3.08 Subsidiaries Schedule 4.17: 3.09 Litigation Schedule 3.16 ERISA Events Schedule 3.17 Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 3.18 Insurance Schedule 7.2(d): 3.19(d) Mortgage Filing Offices Schedule 3.20(a) Real Property Owned Schedule 3.20(b) Real Property Leased Schedule 4.02(a) Local Counsel Schedule 6.01 Existing Indebtedness Schedule 7.3(f): 6.02 Existing Liens Schedule 7.8(e): Existing Investments 6.07 Transactions with Affiliates Schedule 6.08 Management Fees EXHIBITS Exhibit A: [Reserved] Exhibit B: A Form of Compliance Certificate Administrative Questionnaire Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: B Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] Exhibit H-1: C Form of Revolving Loan Note Borrowing Request Exhibit H-2: D Form of Swingline Loan Note Guarantee Agreement Exhibit I: [Reserved] Exhibit J: E Form of Collateral Information Certificate Indemnity, Subrogation and Contribution Agreement Exhibit K: F Form of Notice of Borrowing Mortgage Exhibit L: G Form of Notice Pledge Agreement Exhibit H Form of Conversion/Continuation AMENDED AND RESTATED Security Agreement Exhibit I Form of Tax Sharing Agreement Exhibit J-1 Form of Opinion of XxXxxxxxx, Will & Xxxxx Exhibit J-2 Form of Local Counsel Opinion CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19June 23, 20211997, is entered into by and among NERDWALLETROLLER BEARING COMPANY OF AMERICA, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “"Borrower"), the several banks Lenders (as defined in Article I), the Issuing Banks (as defined in Article I) and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York branch ("CSFB"), as administrative agent (in such capacity, the "Administrative Agent"), and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders. Pursuant to the Recapitalization Agreement (such term and each other financial institutions capitalized term used but not defined herein having the meaning given it in Article I), the Continuing Investors intend to recapitalize Holdings (the "Recapitalization") in a transaction in which (a) all the outstanding preferred stock of Holdings and (b) all the outstanding common stock and warrants of Holdings owned by shareholders of Holdings (the "Outside Shareholders") other than the Continuing Investors will be redeemed or entities repurchased. The Borrower has requested the Lenders to extend credit in the form of (a) Term Loans on the Closing Date, in an aggregate principal amount not in excess of $16,000,000, and (b) Revolving Loans at any time and from time to time party prior to this Agreement (each a “Lender” andthe Maturity Date, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as in an aggregate principal amount at any time outstanding not in excess of $54,000,000. The Borrower has requested the Issuing Lender Banks to issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $16,000,000 to support payment obligations incurred in the ordinary course of business by the Borrower and its Subsidiaries. The proceeds of the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacitiesTerm Loans, together with any successors and assigns in such capacitiesthe proceeds of the Senior Subordinated Notes, the “Administrative Agent”Discount Debentures and Revolving Loans to be received by the Borrower on the Closing Date, are to be used solely (a) to finance the Recapitalization, (b) to repay existing Indebtedness of the Borrower, and (c) to pay related fees, costs and expenses in connection with the Transactions. The proceeds of the Revolving Loans (other than those used as described in the immediately preceding sentence) are to be used solely for general corporate purposes in the ordinary course of the Borrower's business (including Permitted Acquisitions).. The Lenders are willing to extend such credit to the Borrower and the Issuing Banks are willing to issue letters of credit for the account of the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Bremen Bearings Inc)

Schedules. Schedule 1.1A: 1.01(a) - Mortgaged Property Schedule 2.01 - Lenders and Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 3.07 - Subsidiaries Schedule 4.17: Environmental Matters 3.08 - Litigation Schedule 4.19(a): Financing Statements and Other Filings 3.16(a) - UCC Filing Offices Schedule 7.2(d): 3.16(c) - Mortgage Filing Offices Schedule 5.11 - Post-Closing Obligations Schedule 6.01 - Existing Indebtedness Schedule 7.3(f): 6.02 - Existing Liens Schedule 7.8(e): 6.04 - Existing Investments Schedule 6.07 - Existing Contracts with Affiliates EXHIBITS Exhibit A: [Reserved] Exhibit B: A - Form of Compliance Certificate Administrative Questionnaire Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: B-1 - Form of Assignment and Acceptance Exhibit B-2 - Form of Affiliated Lender Assignment and Assumption Exhibits Exhibit C - Form of Borrowing Request Exhibit D - Form of Mortgage Exhibit E-1 - Form of Term Promissory Note Exhibit E-2 - Form of Revolving Promissory Note Exhibit F-1 – F-4: Forms - Form of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: F-2 - Form of Revolving Loan Note U.S. Tax Compliance Certificate Exhibit H-2: F-3 - Form of Swingline Loan Note U.S. Tax Compliance Certificate Exhibit I: [Reserved] Exhibit J: F-4 - Form of Collateral Information U.S. Tax Compliance Certificate Exhibit K: G - Form of Notice of Borrowing Solvency Certificate Exhibit L: H - Form of Notice of Conversion/Continuation AMENDED AND RESTATED Compliance Certificate CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 14, 2018 (this “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLETASSETMARK FINANCIAL HOLDINGS, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement ASSETMARK HOLDINGS LLC, a Delaware limited liability company (each a Lender” and, collectively, the “LendersHoldings”), SILICON VALLEY BANK the Lenders (“SVB”)such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) and CREDIT SUISSE AG, as the Issuing Lender and the Swingline Lender, and SVBCAYMAN ISLANDS BRANCH, as administrative agent and collateral agent for the Lenders (in such capacitiescapacity, together with including any successors and assigns in such capacitiessuccessor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders. The Borrower has requested that the Lenders extend credit in the form of (a) Term Loans on the Closing Date in an aggregate principal amount of $250,000,000 (the “Term Facility”) and (b) Revolving Loans from time to time after the Closing Date and prior to the Revolving Credit Maturity Date in an aggregate principal amount at any time outstanding not in excess of $20,000,000 (the “Revolving Facility”).. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (AssetMark Financial Holdings, Inc.)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit Schedule 2.21: Lender UK Tax Information Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.5: Requirements of Law Schedule 4.13: Pension ERISA Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments 4.27: Capitalization EXHIBITS Exhibit A: [Reserved] Form of Guarantee and Collateral Agreement Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibit F-1: Form of Revolving Loan Note Exhibit F-2: Form of Swingline Loan Note Exhibit G: Form of Transaction Report Exhibit H: Form of Perfection Certificate Exhibit I: Form of Notice of Borrowing Exhibits F-1 J-1 F-4J-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19October 29, 20212012, is entered into by and among NERDWALLETK2M HOLDINGS, INC., a Delaware corporation (“NerdWalletHoldings”), NERDWALLET COMPAREK2M, INC., a Delaware corporation (the NW Compare” US Borrower”) and together K2M UK LIMITED, a company incorporated in England and Wales with NerdWalletcompany registration number 06950302 and with its registered office at Abbey House, individually Wellington Way, Broakland Business Park, Weybridge, Surrey KT13 0TT (the “UK Borrower”, and collectively as the context requirescollectively, jointly and severallyseverally with the US Borrower, the “Borrower”), the several banks and other financial institutions or entities from time to time party parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing issuing Lender and the Swingline Lender, and SVBSILICON VALLEY BANK, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”).

Appears in 1 contract

Samples: Credit Agreement (K2m Group Holdings, Inc.)

Schedules. Schedule 1.1A: I - Commitments and Applicable Lending Offices Schedule 1.1B: II - Affiliated Transactions Schedule III - Agreements with Negative Pledge Clauses Schedule 1.01(a) - Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 1.01(b) - Surviving Debt Schedule 4.13: Pension Plans Schedule 4.15: 4.01 - Equity Investments; Subsidiaries Schedule 4.17: Environmental Matters 4.01(j) - Disclosures Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): 5.02(a) - Existing Liens Schedule 7.8(e): 5.02(e) - Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: A-1 - Form of Revolving Loan Credit Note Exhibit H-2: A-2 - Form of Swingline Loan Term Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B - Form of Notice of Borrowing Exhibit L: C - Form of Notice Assignment and Acceptance Exhibit D-1 - Form of Conversion/Continuation AMENDED Opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, LLP Exhibit D-2 - Form of Opinion of Xxxxxxxx, Loop & Xxxxxxxx, LLP Exhibit E - Form of Tax Compliance Certificates Exhibit F - Form of Compliance Certificate Exhibit G - Form of Security Agreement Exhibit H - Form of Guaranty Supplement Exhibit I - Form of Solvency Certificate Exhibit J - Form of Designation Agreement CREDIT AND RESTATED GUARANTY AGREEMENT CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT GUARANTY AGREEMENT (this “Agreement”)) dated as of June 9, 2016 (as amended by Amendment No. 1, dated as of August 17, 2017 and Amendment No. 2, dated as of February 1928, 2019, and Amendment No. 3, dated as of August 30, 2019, Amendment No. 4, dated as of April 16, 2020, and Amendment No. 5, dated as of March 25, 2021, is entered into by and ) among NERDWALLET, INC.XXXX INCORPORATED (formerly known as Xxxx Holding Corporation), a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW CompareDanaand together with NerdWallet, individually and collectively as the context requires, jointly and severally, or the “Term Loan Borrower”), XXXX XXXXXXXXXXXXX LUXEMBOURG S.À X.X., a private limited liability company (société à responsabilité limitée incorporated under the several banks laws of the Grand Duchy of Luxembourg, with registered office at 0, xxx Xxxxxxxxx xxx Xxxxxx, L-1282 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B124210 (“DIL” and collectively with Dana and the Designated Subsidiaries referred to herein, the “Revolving Credit Borrowers”, and the Revolving Credit Borrowers together with the Term Loan Borrower, the “Borrowers”) and each of the direct and indirect subsidiaries of Dana signatory hereto (each, a “Guarantor”, and, collectively, together with any person that becomes a Guarantor hereunder pursuant to Section 8.06, the “Guarantors”), the banks, financial institutions and other financial institutions or entities from time to time institutional lenders party to this Agreement hereto (each each, a “Lender” and, collectivelyand collectively with any other person that becomes a Lender hereunder pursuant to Section 9.07 or to Amendment No. 2 (as defined below), the “Lenders”), SILICON VALLEY BANK CITIBANK, N.A. (“SVBCITI”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with or any successors and assigns in such capacitiessuccessor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined), CITI, as collateral agent (or any successor appointed pursuant to Article VII, the “Collateral Agent”) for the Lender Parties and the other Secured Parties, CITI, BARCLAYS BANK PLC (“Barclays”), BOFA SECURITIES, INC. (“BofA”), CREDIT SUISSE LOAN FUNDING LLC (“CS”), XXXXXXX SACHS BANK USA (“GS”), JPMORGAN CHASE BANK, N.A. (“JPM”), ROYAL BANK OF CANADA (“Royal Bank”) and BMO CAPITAL MARKETS CORP. (“BMO”), as joint lead arrangers and joint bookrunners (the “Joint Lead Arrangers”), Barclays, BofA, CS, GS, JPM, Royal Bank and BMO, as syndication agents (the “Syndication Agents”), MIZUHO BANK, LTD. (“Mizuho”), as documentation agent (the “Documentation Agent”).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Dana Inc)

Schedules. Schedule 1.1A: Commitments I - List of Applicable Lending Offices Schedule 1.1B: Existing Letters of Credit 3.01(b) - Disclosed Litigation Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 4.01(c) - Required Authorizations and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments Approvals EXHIBITS Exhibit A: [Reserved] Exhibit B: A-1 - Form of Compliance Certificate Revolving Credit Note Exhibit C: A-2 - Form of Secretary’s/Managing Member’s Certificate Competitive Bid Note Exhibit D: B-1 - Form of Solvency Certificate Notice of Revolving Credit Borrowing Exhibit E: B-2 - Form of Notice of Competitive Bid Borrowing Exhibit C - Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] Exhibit H-1: D - Form of Revolving Loan Note Assumption Agreement Exhibit H-2: E-1 - Form of Swingline Loan Note Extension Request Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: E-2 - Form of Notice of Borrowing Extension of the Commitment Exhibit L: F - Form of Notice Designation Letter Exhibit G - Form of Conversion/Continuation AMENDED Acceptance by Process Agent Exhibit H - Form of Opinion of Burton H. Snyder, Senior Vice President, General Counsel and Secretary of the Company Exhibit I - Form of Opinion of Counsel to a Designated Subsidiary EXHIBIT A-1 - FORM OF REVOLVING CREDIT PROMISSORY NOTE U.S.$_______________ Dated: July __, 2004 FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a _________________________ corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of _________________________ (the "Lender") for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender's Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances (as defined in the Credit Agreement referred to below) made by the Lender to the Borrower pursuant to the 364-Day Credit Agreement dated as of July __, 2004 among Hershey Foods Corporation, the Lender and certain other lenders party thereto, Citibank, N.A., as administrative agent (the "Agent") for the Lender and such other lenders, Bank of America, N.A., as syndication agent, and Citigroup Global Markets Inc. and Banc America Securities LLC, as joint lead arrangers and joint book managers (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined), outstanding on the Termination Date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Citibank, N.A., as Agent, at the Agent's Account in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower and each other "Borrower" thereunder from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, and (ii) contains provisions in Sections 6.01 and 2.10, respectively, for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This promissory note shall be governed by, and construed in accordance with the laws of the State of New York. [NAME OF BORROWER] By ------------------------------- Title: ADVANCES AND RESTATED PAYMENTS OF PRINCIPAL ================ ============= ============== ============== ================ ======================= ========================== Date Amount Interest Interest Amount of Unpaid Principal Notation of Rate Period Principal Paid Balance Made By Advance or Prepaid ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ================ ============= ============== ============== ================ ======================= ========================== EXHIBIT A-2 - FORM OF COMPETITIVE BID PROMISSORY NOTE U.S.$_______________ Dated: _______________ FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a _________________________ corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of _________________________ (the "Lender") for the account of its Applicable Lending Office (as defined in the 364-Day Credit Agreement dated as of July __, 2004 among Hershey Foods Corporation, the Lender and certain other lenders party thereto, Citibank, N.A., as administrative agent (the "Agent") for the Lender and such other lenders, Bank of America, N.A., as syndication agent, and Citigroup Global Markets Inc. and Banc America Securities LLC, as joint lead arrangers and joint book managers (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined)), on _______________, the principal amount of U.S.$_______________. The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate: _____% per annum (calculated on the basis of a year of _____ days for the actual number of days elapsed). Both principal and interest are payable in lawful money of the United States of America to Citibank, N.A. for the account of the Lender at the Agent's Account in same day funds. This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions in Section 6.01 for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. [NAME OF BORROWER] By --------------------------------- Title: EXHIBIT B-1 - FORM OF NOTICE OF REVOLVING CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “BORROWING Citibank, N.A., as Agent for the Lenders party to the Credit Agreement referred to below Two Penn's Way New Castle, Delaware 19720 [Xxxx] Xxxxxxxxx: Bank Loan Syndications Ladies and Gentlemen: The undersigned, [Name of Borrower], refers to the 364-Day Credit Agreement”), dated as of February 19July __, 2021, is entered into by and among NERDWALLET, INC., a Delaware corporation 2004 (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions amended or entities modified from time to time party to this Agreement (each a “Lender” and, collectivelytime, the “Lenders”"Credit Agreement", the terms defined therein being used herein as therein defined), SILICON VALLEY BANK (“SVB”)among Hershey Foods Corporation, as the Issuing Lender and the Swingline Lendercertain Lenders party thereto, and SVBCitibank, N.A., as administrative agent (the "Agent") for said Lenders, Bank of America, N.A., as syndication agent, and collateral agent for Citigroup Global Markets Inc. and Banc America Securities LLC, as joint lead arrangers and joint book managers, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Lenders Credit Agreement that the undersigned hereby requests a Revolving Credit Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit Borrowing (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)."Proposed Revolving Credit Borrowing") as required by Section 2.02(a) of the Credit Agreement:

Appears in 1 contract

Samples: Day Credit Agreement (Hershey Foods Corp)

Schedules. Schedule 1.1A: Commitments I New Aircraft and Scheduled Delivery Months Schedule 1.1B: Existing Letters of Credit II Trust Supplements Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings III Deposit Agreements Schedule IV Escrow and Notices Paying Agent Agreements Schedule 4.13: Pension Plans V Mandatory Document Terms Schedule 4.15: Subsidiaries VI Mandatory Economic Terms Schedule 4.17: Environmental Matters VII Aggregate Amortization Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments ANNEX ----- Annex A Definitions EXHIBITS -------- Exhibit A: [Reserved] Exhibit B: A-1 Form of Compliance Certificate Leased Aircraft Participation Agreement Exhibit C: A-2 Form of Secretary’s/Managing Member’s Certificate Lease Exhibit D: A-3 Form of Solvency Certificate Leased Aircraft Indenture Exhibit E: A-4 Form of Aircraft Purchase Agreement Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: A-5 Form of Revolving Loan Note Leased Aircraft Trust Agreement Exhibit H-2: A-6 Form of Swingline Loan Note Special Indenture Exhibit I: [Reserved] Exhibit J: B Form of Collateral Information Certificate Delivery Notice Exhibit K: C-1 Form of Notice of Borrowing Owned Aircraft Participation Agreement Exhibit L: C-2 Form of Notice Owned Aircraft Indenture Exhibit D Form of Conversion/Continuation AMENDED AND RESTATED CREDIT Special Addition to Participation Agreement Exhibit E Special Revisions to Section 6.2 of the Participation Agreement Exhibit F Additional Subordination Provision for Series D Equipment Notes NOTE PURCHASE AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)This NOTE PURCHASE AGREEMENT, dated as of February 19March 15, 20212000, is entered into by and among NERDWALLET(i)CONTINENTAL AIRLINES, INC., a Delaware corporation (“NerdWallet”the "COMPANY"), NERDWALLET COMPARE, INC.(ii)WILMINGTON TRUST COMPANY ("WTC"), a Delaware corporation (“NW Compare” and together with NerdWalletbanking corporation, individually and collectively not in its individual capacity except as the context requiresotherwise expressly provided herein, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), but solely as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders trustee (in such capacities, capacity together with any its successors and assigns in such capacitiescapacity, the “Administrative Agent”"PASS THROUGH TRUSTEE") under each of the five separate Pass Through Trust Agreements (as defined below), (iii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as subordination agent and trustee (in such capacity together with its successors in such capacity, the "SUBORDINATION AGENT") under the Intercreditor Agreement (as defined below), (iv)FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity together with its successors in such capacity, the "ESCROW AGENT"), under each of the Escrow and Paying Agent Agreements (as defined below) and (v) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Paying Agent (in such capacity together with its successors in such capacity, the "PAYING AGENT") under each of the Escrow and Paying Agent Agreements.

Appears in 1 contract

Samples: Note Purchase Agreement (Continental Airlines Inc /De/)

Schedules. Schedule 1.1A: 1 - Subsidiaries that are Borrowers Schedule 2 - Lenders and Commitments Schedule 1.1B: Existing Letters 3 - Guarantors Schedule 6.1(a) - Jurisdictions of Credit Organization and Qualification Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 6.1(b) - Subsidiaries and Notices Capitalization Schedule 4.13: Pension 6.1(i) - ERISA Plans Schedule 4.15: Subsidiaries 6.1(l) - Material Contracts Schedule 4.17: Environmental Matters 6.1(m) - Labor and Collective Bargaining Agreements Schedule 4.19(a): Financing Statements 6.1(t) - Debt and Other Filings Guaranty Obligations Schedule 7.2(d): Existing Indebtedness 6.1(u) - Litigation Schedule 7.3(f): 10.3 - Existing Liens Schedule 7.8(e): 10.4(a) Existing Loans, Advances and Investments Schedule 10.4(b) - Investment Policy and Guidelines EXHIBITS Exhibit A: [Reserved] Exhibit B: A - Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B - Form of Notice of Borrowing Exhibit L: C - Form of Notice of Account Designation Exhibit D - Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS Exhibit E - Form of Officer’s Compliance Certificate Exhibit F - Form of Termination Date Extension Request Exhibit G - Form of Assignment Agreement Exhibit H - MLA Costs Exhibit I - Form of Joinder to Guaranty Exhibit J - Form of U.S. Tax Compliance Certificate SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this Credit Agreement”), dated as the 27 day of February 19March, 20212014, is entered into by and among NERDWALLETURBAN OUTFITTERS, INC., a Delaware Pennsylvania corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “BorrowerUrban”), the several banks and other financial institutions or entities from time to time party to this Agreement Subsidiaries (as hereinafter defined) of Urban listed on Schedule 1 hereto (including Urban, each individually a “LenderBorrowerand, and collectively, the “LendersBorrowers”), SILICON VALLEY BANK (“SVB”)the Lenders who are or may become party to this Agreement, XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent Administrative Agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)Lenders.

Appears in 1 contract

Samples: Credit Agreement (Urban Outfitters Inc)

Schedules. Schedule 1.1A: I - Commitments and Applicable Lending Offices Schedule 1.1B: Existing Letters of Credit II - Disclosed Litigation Schedule 4.4: Governmental Approvals, Consents, III - Subsidiaries Schedule IV - Authorizations, Filings and Notices Etc. Schedule 4.13: Pension V - Plans Schedule 4.15: Subsidiaries VI - Existing Debt Schedule 4.17: Environmental Matters VII - Owned Real Property Schedule 4.19(a): Financing Statements and Other Filings VIII - Leased Real Property Schedule 7.2(d): Existing Indebtedness IX - Material Contracts Schedule 7.3(f): Existing X - Investments Schedule XI - Intellectual Property Schedule XII - Pro Forma EBITDA Schedule XIII - Liens Schedule 7.8(e): Existing Investments XIV - Surviving Debt Schedule XV - Environmental Disclosure EXHIBITS Exhibit A: [Reserved] Exhibit B: A-1 - Form of Compliance Certificate Term Note Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: A-2 - Form of Revolving Loan Credit Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B - Form of Notice of Borrowing Exhibit L: C - Form of Notice Assignment and Acceptance Exhibit D - Form of Conversion/Continuation Security Agreement Exhibit E - Form of Pledge Agreement Exhibit F - Form of Subsidiary Guaranty Exhibit G - Form of Solvency Certificate Exhibit H - Form of Opinion of Xxxxxxxx & Worcester Exhibit I - Form of Opinion of Xxxxxxxxx, MacKamon, Tyler & Xxxxx, P.C. Exhibit J - Form of Borrowing Base Certificate [Note: These schedules and exhibits have been omitted from this filing.] AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19July 3, 20211997 among Central Tractor Farm & Country, is entered into by and among NERDWALLET, INC.Inc., a Delaware corporation (“NerdWallet”the "Borrower"), NERDWALLET COMPARECT Holding, INC.Inc., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”"Holding"), the several banks banks, financial institutions and other financial institutions or entities from time to time party to this Agreement institutional lenders listed on the signature pages hereof as the Initial Lenders (each a “Lender” and, collectivelythe "Initial Lenders"), the “Lenders”Initial Issuing Bank (as hereinafter defined), SILICON VALLEY BANK the Swing Line Bank (“SVB”as hereinafter defined), as the Issuing Lender and the Swingline Lender, and SVBFleet National Bank ("Fleet"), as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiessuccessor appointed pursuant to Article VII, the "Administrative Agent") for the Lender Parties (as hereinafter defined), NationsBank, N.A., as syndication agent (the "Syndication Agent") for the Lender Parties, and DLJ Capital Funding, Inc., as documentation agent (the "Documentation Agent") for the Lender Parties.

Appears in 1 contract

Samples: Credit Agreement (Central Tractor Farm & Country Inc)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: 1.01(a) - Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 1.01(b) - Subsidiary Guarantors Schedule 1.01(c) - Mortgaged Property Schedule 2.01 - Lenders and Notices Commitments Schedule 4.13: Pension 3.07 - Title to Properties; Possession Under Leases Schedule 3.08 - Subsidiaries Schedule 3.09(a) - Litigation Schedule 3.09(d) - Certificates of Occupancy; Permits Schedule 3.16 - Employee Benefit Plans Schedule 4.15: Subsidiaries Schedule 4.17: 3.17 - Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 3.18 - Insurance Schedule 7.2(d): 3.19(a) - UCC Filing Offices Schedule 3.19(c) - Mortgage Filing Offices Schedule 3.20 - Leased Real Property Schedule 5.12 - Further Assurances Schedule 5.15 - Post-Closing Obligations Schedule 6.01 - Existing Indebtedness Schedule 7.3(f): 6.02 - Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] A - Form of Administrative Questionnaire Exhibit B: B - Form of Assignment and Acceptance Exhibit C - Form of Borrowing Request Exhibit D - Form of Guarantee and Collateral Agreement Exhibit E - Form of Mortgage Exhibit F - Form of Affiliate Subordination Agreement Exhibit G - Form of Opinion of Fulbright & Xxxxxxxx L.L.P. Exhibit H - Form of Compliance Certificate Exhibit C: I - Auction Procedures Exhibit J - Form of Secretary’s/Managing Member’s Exemption Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 14, 2013 (this “Agreement”), dated as of February 19among FAIRWAY GROUP ACQUISITION COMPANY, 2021a Delaware corporation (the “Borrower”), is entered into by and among NERDWALLET, INCFAIRWAY GROUP HOLDINGS CORP., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “BorrowerHoldings”), the several banks Lenders (such term and each other financial institutions or entities from time to time party to capitalized term used but not defined in this Agreement (each a “Lender” and, collectively, introductory statement having the “Lenders”meaning given it in Article I), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVBCREDIT SUISSE AG, as administrative agent and collateral agent for the Lenders (in such capacitiescapacity, together with including any successors and assigns in such capacitiessuccessor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders. The Borrower has requested that the Lenders extend credit in the form of (a) Term Loans on the Closing Date, in an aggregate principal amount not in excess of $275,000,000, and (b) Revolving Loans at any time after the Closing Date and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $40,000,000. The Borrower has requested the Issuing Bank to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $40,000,000, to support payment obligations incurred in the ordinary course of business by the Borrower and the Subsidiaries (including lease obligations).. The proceeds of the Term Loans are to be used on the Closing Date to refinance the Existing Credit Agreement and to pay related fees and expenses. Any proceeds not so used on the Closing Date may be used to repay all or a portion of the Glickberg Note (as defined below) on or within ninety (90) days of the Closing Date and to provide financing for working capital and general corporate purposes of the Borrower and the Subsidiaries (including financing for new store growth). The proceeds of the Revolving Loans are to be used solely for working capital and general corporate purposes of the Borrower and the Subsidiaries (including financing for new store growth). The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing to issue Letters of Credit for the account of the Borrower, in each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

Appears in 1 contract

Samples: Security Agreement and Financing Statement (Fairway Group Holdings Corp)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: 1.01(a) – Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 1.01(b) – Subsidiary Guarantors Schedule 2.01 – Lenders and Notices Commitments Schedule 4.13: Pension Plans 3.04(b) – Material Contracts Schedule 4.15: 3.08 – Subsidiaries Schedule 4.17: 3.09 – Litigation Schedule 3.14 – Certain Tax Matters Schedule 3.17 – Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 3.18 – Insurance Schedule 7.2(d): 3.19(a) – UCC Filing Offices Schedule 3.20(a) – Owned Real Property Schedule 3.20(b) – Leased Real Property Schedule 6.01 – Existing Indebtedness Schedule 7.3(f): 6.02 – Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit B: A – Form of Compliance Certificate Administrative Questionnaire Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: B – Form of Assignment and Assumption Exhibits Acceptance Exhibit C – Form of Borrowing Request Exhibit D – Form of Guarantee and Collateral Agreement Exhibit E-1 – Form of Opinion of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP Exhibit E-2 – Form of Opinion of Squire, Xxxxxxx & Xxxxxxx L.L.P. Exhibit F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Promissory Note Exhibit H-2: F-2 – Form of Swingline Loan Term Promissory Note Exhibit IG – Certificate Re: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED Non-Bank Status CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19April 22, 20212005, is entered into by and among NERDWALLETDELTEK SYSTEMS, INC., a Delaware Virginia corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement Lenders (each a “Lender” and, collectively, the “Lenders”as defined in Article I), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVBCREDIT SUISSE FIRST BOSTON, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders. Pursuant to the Recapitalization Agreement (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I)., the following transactions (the “Recapitalization”) will be consummated: (a) the Sponsor Investors shall purchase from the Borrower shares of common stock equal to 75% of the common stock of the Borrower outstanding upon consummation of the Recapitalization and 100 shares of Series A Preferred Stock for an aggregate amount of $105,000,000 in cash, (b) the Sponsor Investors shall purchase from the Borrower $75,000,000 in principal amount of Shareholder Notes, (c) the Borrower shall repurchase for cash and a Shareholder Note in an aggregate principal amount of $25,000,000 certain shares of common stock from its existing stockholders such that such stockholders, together with certain employees of the Borrower who are becoming stockholders in connection with the Recapitalization, shall own 25% of the common stock of the Borrower outstanding upon consummation of the Recapitalization, and (d) the Borrower shall pay to the holders of its vested stock appreciation rights the amounts such holders are entitled to receive in connection with the Recapitalization (the cash amounts identified in clauses (c) and (d) being collectively referred to herein as the “Cash Recapitalization Consideration”). The Borrower has requested the Lenders to extend credit in the form of (a) Term Loans on the Closing Date and on one other occasion occurring during the Delayed Draw Availability Period, in an aggregate principal amount not in excess of $130,000,000 (up to $115,000,000 of which may be drawn on the Closing Date), and (b) Revolving Loans at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $30,000,000. The Borrower has requested the Swingline Lender to extend credit, at any time and from time to time prior to the Revolving Credit Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $10,000,000. The Borrower has requested the Issuing Bank to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $10,000,000, for general corporate purposes of the Borrower and its Subsidiaries. The proceeds of the Term Loans made on the Closing Date are to be used solely (a) to pay the Cash Recapitalization Consideration, (b) to repay all amounts (if any) due or outstanding under the Existing Credit Agreements (including accrued interest and prepayment penalties) and (c) to pay fees and expenses relating to the Recapitalization. The proceeds of any Term Loans made during the Delayed Draw Availability Period are to be used solely to finance one or more Permitted Acquisitions and to pay related fees and expenses. The proceeds of the Revolving Loans and the Swingline Loans are to be used solely for general corporate purposes. The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing to issue Letters of Credit for the account of the Borrower, in each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Deltek, Inc)

Schedules. Schedule 1.1A: 1.1(a) Pricing Schedule Schedule 2.1 Commitments and Pro Rata Shares Schedule 1.1B: Existing Letters of Credit 4.6 Associated Costs Rate Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 5.1(i) Debt to be Repaid Schedule 4.13: Pension Plans 6.5 Litigation Schedule 4.15: Subsidiaries Schedule 4.17: 6.12 Environmental Matters Schedule 4.19(a): Financing Statements 6.16 Subsidiaries and Other Filings Minority Interests Schedule 7.2(d): Existing 8.1 Liens Schedule 8.4 Investments Schedule 8.5 Indebtedness Schedule 7.3(f): Existing Liens 8.8 Contingent Obligations Schedule 7.8(e): Existing Investments 12.2 Offshore and Domestic Lending Offices; Addresses for Notices EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: A Form of Notice of Borrowing Exhibit L: B Form of Notice of Conversion/Continuation AMENDED AND RESTATED Exhibit C Form of Assumption Letter Exhibit D Form of Compliance Certificate Exhibit E Form of Guaranty Exhibit F-1 Form of Opinion of General Counsel of Culligan Exhibit F-2 Form of Opinion of Skadden, Arps, Xxxxxxx & Xxxx Exhibit G Form of Opinion of Counsel to the Administrative Agent Exhibit H Form of Assignment and Acceptance Exhibit I-1 Form of Revolving Note Exhibit I-2 Form of Swing Ling Note CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (this “Agreement”), dated as of February 19, 2021, is entered into by and as of April 30, 1997 among NERDWALLETCULLIGAN WATER TECHNOLOGIES, INC., a corporation organized under the laws of Delaware corporation (“NerdWallet”"Culligan"), NERDWALLET COMPARE, INC., a Delaware corporation each Borrowing Subsidiary (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”defined below), the several banks and other -------- financial institutions or entities from time to time party to this Agreement (collectively the "Lenders"; individually each a "Lender” and, collectively, the “Lenders”"), SILICON VALLEY BANK (“SVB”)XXXXXX TRUST AND SAVINGS BANK, as the Issuing Lender ------- ------ Documentation Agent, LASALLE NATIONAL BANK, as Documentation Agent, THE FIRST NATIONAL BANK OF CHICAGO, as Syndication Agent, BANK OF AMERICA ILLINOIS, as swing line lender and the Swingline Lenderletter of credit issuing lender, and SVBBANK OF AMERICA ILLINOIS, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)Agent as provided herein.

Appears in 1 contract

Samples: Credit Agreement (Culligan Water Technologies Inc)

Schedules. Schedule 1.1A: I - Commitments and Lending Offices Schedule 1.1B: Existing Letters of Credit II - Canadian Refractive Centers Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices III - Guarantors Schedule 4.13: Pension Plans 3.05 Conditions Subsequent to Closing Date Schedule 4.15: Subsidiaries 4.01(b) - Loan Parties Schedule 4.17: 4.01(f) - Disclosed Litigation Schedule 4.01(n) - Environmental Matters Disclosure Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing 4.01(p) - Liens Schedule 7.8(e): Existing 4.01(q) - Investments Schedule 5.02(b) - Debt EXHIBITS Exhibit A: [Reserved] Exhibit B: A - Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B - Form of Notice of Borrowing Exhibit L: C - Form of Notice Assignment and Acceptance Exhibit D-1 - Form of Conversion/Continuation AMENDED AND RESTATED U.S. Security Agreement Exhibit D-2 - Form of Canadian Security Agreement Exhibit E - Form of Guaranty Exhibit F-1 - Form of Opinion of Canadian Counsel Exhibit F-2 - Form of Opinion of U.S. Counsel Exhibit G - Form of Intercreditor Agreement This SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 23, 2009 among TLC VISION (this USA) CORPORATION, a Delaware corporation and a debtor and a debtor in possession (AgreementHoldco”), dated as of February 19TLC VISION CORPORATION, 2021a New Brunswick corporation and a debtor and debtor in possession (“Parent”), is entered into by and among NERDWALLET, TLC MANAGEMENT SERVICES INC., a Delaware corporation and a debtor and a debtor in possession (“NerdWalletTLC Management), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually Holdco and collectively as the context requires, jointly and severallyParent, the “BorrowerBorrowers”), the several banks and other financial institutions or entities from time Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), Cantor Xxxxxxxxxx Securities, as collateral agent (together with any successor collateral agent appointed pursuant to time party to this Agreement (each a “Lender” and, collectivelyArticle VII, the “LendersCollateral Agent), SILICON VALLEY BANK ) for the Secured Parties (“SVB”), as the Issuing Lender hereinafter defined) and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiessuccessor administrative agent appointed pursuant to Article VII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents) for the Lenders (as hereinafter defined).

Appears in 1 contract

Samples: Security Agreement (TLC Vision Corp)

Schedules. Schedule 1.1A: I Terms of the Debt Securities Schedule II Underwriting Commitments Schedule 1.1B: Existing Letters III Schedule of Credit Free Writing Prospectuses included in the Disclosure Package Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices IV Form of Pricing Term Sheet Schedule 4.13: Pension Plans V Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments of Selling Agents EXHIBITS Exhibit A: [Reserved] Exhibit B: A-1 Form of Compliance Certificate Opinion of U.S. Counsel to the Company Exhibit C: A-2 Form of Secretary’s/Managing Member’s Certificate Opinion of U.K. Counsel to the Company Exhibit D: B Form of Solvency Certificate Exhibit ELetter of Counsel to the Company GSK plc [ ] Notes Due 20[ ] Underwriting Agreement [ ], 20[ ] [ ] as Representatives of the several Underwriters named in Schedule II hereto Ladies and Gentlemen: Form of Assignment GSK plc, a public limited company incorporated in England and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT Wales (this the AgreementCompany”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture dated as of February 19March 4, 20212008 (as amended, is entered into modified or supplemented by and among NERDWALLETthe First Supplemental Indenture dated as of March 21, INC.2014, a Delaware corporation (the NerdWalletIndenture”), NERDWALLET COMPAREbetween the Company and Deutsche Bank Trust Company Americas, INC.as trustee (the “Trustee”) (as successor to Law Debenture Trust Company of New York, a Delaware corporation (“NW Compare” pursuant to an Instrument of Resignation, Appointment and together with NerdWalletAcceptance dated April 12, individually and collectively as 2017 among the context requires, jointly and severallyCompany, the “Borrower”Trustee and Law Debenture Trust Company of New York). Any reference herein to the Registration Statement, the several banks Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and other financial institutions or entities from time include the documents incorporated by reference therein pursuant to time party to this Agreement Item 6 of Form F-3 that were filed under the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission (each a the Lender” and, Commission”) thereunder (collectively, the “LendersExchange Act”), SILICON VALLEY BANK (“SVB”)on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the Issuing Lender case may be; and any reference herein to the Swingline Lenderterms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and SVBinclude the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as administrative agent and collateral agent for the Lenders (case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)Section 19 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Glaxosmithkline Capital Inc)

Schedules. Schedule 1.1A: Commitments 1.1(a) Account Designation Letter Schedule 1.1B: Existing Letters of Credit 1.1(b) Investments Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing 1.1(c) Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: 1.1(d) Cost Savings Schedule 1.1(e) Consolidated Historical Fixed Charges Schedule 1.1(f) Consolidated Historical EBITDA Schedule 2.1(b)(i) Form of Notice of Borrowing Exhibit L: Schedule 2.3(e) Form of Term Loan Note Schedule 2.11 Form of Notice of Conversion/Continuation AMENDED AND RESTATED Extension Schedule 2.19 Tax Exempt Certificate Schedule 3.3 Jurisdictions of Organization and Qualification Schedule 3.12 Subsidiaries Schedule 3.16 Intellectual Property Schedule 3.19(a) Location of Real Property Schedule 3.19(b) Location of Collateral Schedule 3.19(c) Chief Executive Offices Schedule 3.22 Labor Matters Schedule 3.24 Insurance Schedule 3.29 Directors; Capitalization Schedule 4.1(a) Form of Lender Consent Schedule 4.1(b) Form of Secretary’s Certificate Schedule 4.1(i) Form of Solvency Certificate Schedule 5.2(b) Form of Officer’s Compliance Certificate Schedule 5.10 Form of Joinder Agreement Schedule 6.1(b) Indebtedness Schedule 9.6(c) Form of Assignment Agreement BRIDGE CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19April 11, 20212007, is entered into by and among NERDWALLETGATEHOUSE MEDIA, INC., a Delaware corporation (the NerdWalletCompany”), NERDWALLET COMPARE, INC., each of those Domestic Subsidiaries of the Company identified as a Delaware corporation “Guarantor” on the signature pages hereto and such other Domestic Subsidiaries of the Company as may from time to time become a party hereto (collectively the NW CompareGuarantors” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the a BorrowerGuarantor”), the several banks and other financial institutions or entities from time to time party parties to this Credit Agreement (each collectively the “Lenders” and individually a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”)and WACHOVIA INVESTMENT HOLDINGS, as the Issuing Lender and the Swingline Lender, and SVBLLC, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent” or the “Agent”).

Appears in 1 contract

Samples: Bridge Credit Agreement (GateHouse Media, Inc.)

Schedules. Schedule 1.1A: 1.01(a) — ESOP Plan Documents Schedule 1.01(b) — Subsidiary Guarantors Schedule 2.01 — Lenders and Commitments Schedule 1.1B: Existing Letters of Credit 3.04(b) — Material Contracts Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 3.08(a) — Subsidiaries Schedule 4.17: 3.08(b) Insignificant Subsidiaries Schedule 3.09 — Material Litigation Schedule 3.17 — Material Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 3.18 — Insurance Schedule 7.2(d): 3.19(a) — UCC Filing Offices Schedule 3.20(a) — Owned Real Property Schedule 3.20(b) — Leased Real Property Schedule 3.23 — Certain ESOP Plan Documents Exceptions Schedule 6.01 — Indebtedness Existing Indebtedness on the Closing Date Schedule 7.3(f): 6.02 — Liens Existing Liens on the Closing Date Schedule 7.8(e): 6.04 — Investments Existing Investments on the Closing Date EXHIBITS Exhibit A: [Reserved] Exhibit B: A — Form of Compliance Certificate Administrative Questionnaire Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: B — Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] Exhibit H-1: C — Form of Revolving Loan Note Borrowing Request Exhibit H-2: D — Form of Swingline Loan Note Guarantee Agreement Exhibit I: [Reserved] Exhibit J: E — Form of Collateral Information Certificate Security Agreement Exhibit K: Form of Notice of Borrowing Exhibit L: F — Form of Notice of Conversion/Continuation AMENDED AND RESTATED Exhibit G — Form of Notice of Prepayment Exhibit H — Form of Opinion of Xxxxx & XxXxxxxx LLP Exhibit I-1 — Form of Revolving Promissory Note Exhibit I-2 — Form of Incremental Term Note Exhibit J — Form of Intercreditor Agreement CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19March 22, 20212010, is entered into by and among NERDWALLET, INC.ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks LENDERS (as defined in Article I) and other financial institutions or entities from time to time party to this Agreement (each a “Lender” andCREDIT SUISSE AG, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVBCAYMAN ISLANDS BRANCH, as administrative agent and collateral agent for the Lenders (in such capacitiescapacity, together with including any successors and assigns in such capacitiessuccessor thereto, the “Administrative Agent”).) for the Lenders. The Borrower has requested the Lenders to extend credit in the form of Revolving Loans at any time and from time to time prior to the Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $25,000,000. The Borrower has requested the Swingline Lender to extend credit, at any time and from time to time prior to the Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $5,000,000, and the Issuing Bank to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $10,000,000. The proceeds of the Loans are to be used solely for ongoing working capital needs and other general corporate purposes, including to finance Permitted Acquisitions. The Letters of Credit will be used solely to support payment obligations incurred in the ordinary course of business by the Borrower and the Subsidiaries. The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing to issue Letters of Credit for the account of the Borrower, in each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Alion Science & Technology Corp)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: 1.01(a) Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 1.01(b) Existing Seller Notes Schedule 2.01 Commitments and Notices Percentages Schedule 4.13: Pension Plans 2.19 Auction Procedures Schedule 4.15: Subsidiaries 6.07 ERISA Schedule 4.17: 6.10 Taxes Schedule 6.12 Environmental Matters Schedule 4.19(a): Financing Statements 6.14 Capitalization; Subsidiaries and Other Filings Minority Interests Schedule 7.2(d): Existing 7.11 Refinancing Indebtedness Schedule 7.3(f): Existing 7.14 Post-Closing Deliverables Schedule 8.01 Permitted Liens Schedule 7.8(e): Existing 8.04 Permitted Investments Schedule 8.05 Indebtedness Schedule 8.07 Burdensome Agreements Schedule 11.02 Agent’s Office; Certain Addresses for Notices EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: A Form of Notice of Borrowing Exhibit L: B Form of Notice of Conversion/Continuation AMENDED AND RESTATED Exhibit C Form of Compliance Certificate Exhibit D Form of Assignment and Assumption Exhibit E Form of Note Exhibit F Form of Security Agreement Exhibit G Opinion Matters - Counsel to Loan Parties Exhibit H Form of Solvency Certificate CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (this “Agreement”), dated as of February 19, 2021, is entered into by and as of December 1, 2010 (as amended on March 11, 2011) among NERDWALLETHanger Orthopedic Group, INC.Inc., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders” and each, a “Lender)) and Bank of America, SILICON VALLEY BANK (“SVB”)N.A., as the Issuing Lender Agent, Issuer and the Swingline Swing Line Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Appears in 1 contract

Samples: Credit Agreement (Hanger Orthopedic Group Inc)

Schedules. Schedule 1.1A: Commitments A-1 Credit Suisse Lender Supplement SA-1 Schedule 1.1B: Existing Letters A-2 Xxxxx Fargo Lender Supplement SA-2 Schedule B – Eligible Receivable Criteria SB-1 Schedule C – Schedule of Credit Receivables SC-1 Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings D – Location of Receivable Files and Notices Books and Records SD-1 Schedule 4.13: Pension Plans E – List of Approved Subservicers SE-1 Schedule 4.15: Subsidiaries F – Representations and Warranties Regarding Security Interests SF-1 Schedule 4.17: Environmental Matters G – Servicing Centralization Event Changes SG-1 Schedule 4.19(a): Financing Statements H – Locations of Books and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments Records SH-1 EXHIBITS Exhibit A: [Reserved] A – Funding Request A-1 Exhibit B: B – Form of Compliance Certificate Note B-1 Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: C – Form of Assignment and Assumption Exhibits F-1 Acceptance C-1 Exhibit D F-4: Credit Policy D-1 Exhibit E – Collection Policy E-1 Exhibit F – Forms of U.S. Tax Compliance Certificate Power of Attorney F-1 Exhibit G: [Reserved] G – Securitization Release G-1 Exhibit H-1: H – Form of Revolving Loan Note Monthly Report H-1 Exhibit H-2: I – Form of Swingline Loan Note Custodian Certification I-1 Exhibit I: [Reserved] Exhibit J: J – Form of Collateral Information Certificate Removal Request J-1 Exhibit K: K – Form of Prepayment Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation K-1 AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT This Amended and Restated Credit Agreement, dated as of October 17, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated is among Regional Management Receivables II, LLC, a Delaware limited liability company, as of February 19borrower (the “Borrower”), 2021, is entered into by and among NERDWALLET, INC.Regional Management Corp., a Delaware corporation (“NerdWalletRegional Management”), NERDWALLET COMPARE, INC., a Delaware corporation as servicer (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “BorrowerServicer”), the several banks and other financial institutions or entities lenders from time to time party to this Agreement parties hereto (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK the agents for the Lender Groups (as defined herein) from time to time parties hereto (the “Agents”), Xxxxx Fargo Bank, National Association (“SVBXxxxx Fargo Bank”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”), Credit Suisse AG, New York Branch, as structuring and syndication agent (in such capacity, the “Structuring and Syndication Agent”), and Xxxxx Fargo Bank, acting through its Corporate Trust Services division, as account bank (in such capacity, the “Account Bank”), Image File Custodian (in such capacity, the “Image File Custodian”) and backup servicer (in such capacity, the “Backup Servicer”).

Appears in 1 contract

Samples: Credit Agreement

Schedules. Schedule 1.1A: 1.1 (a) Commitments of Lenders Schedule 1.1B: Existing Letters 1.1(b) Administrative Agent Details Schedule 8.12 Subsidiaries of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments Intelsat Subholdco EXHIBITS Exhibit A: [Reserved] Exhibit B: A Form of Compliance Guarantee Exhibit B-1 Form of Legal Opinion of Wachtell, Lipton, Xxxxx & Xxxx Exhibit B-2 Form of Legal Opinion of Xxxxxxx Xxxxxx Bailhache Exhibit B-3 Form of Legal Opinion of Xxxxx Xxxx LLP Exhibit B-4 Form of Legal Opinion of General Counsel of the Borrower Exhibit B-5 Form of Legal Opinion of Xxxxxxxx Xxxxxx & Finger Exhibit B-6 Form of Legal Opinion of Xxxxx & XxXxxxxx, LLP Exhibit C Form of Closing Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: D Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] Exhibit H-1: E Form of Revolving Loan Promissory Note Exhibit H-2: Form SENIOR UNSECURED CREDIT AGREEMENT, dated as of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT February 2, 2007 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLET, INC., a Delaware corporation INTELSAT (“NerdWallet”BERMUDA), NERDWALLET COMPARE, INC., a Delaware corporation LTD. (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), Intelsat, Ltd. (“Holdings”), as a Guarantor, the several banks and other financial lending institutions or entities from time to time party to this Agreement parties hereto (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK OF AMERICA, N.A., as Administrative Agent, BANC OF AMERICA SECURITIES LLC, as Joint Lead Arranger and Joint Bookrunner, DEUTSCHE BANK SECURITIES INC., as Joint Lead Arranger and Joint Bookrunner (“SVB”such term and each other capitalized term used but not defined in this introductory statement having the meaning provided in Section 1), as the Issuing Lender and the Swingline Lender, and SVBCREDIT SUISSE SECURITIES (USA) LLC, as administrative agent Joint Bookrunner, XXXXXX XXXXXXX SENIOR FUNDING, INC., as Joint Bookrunner and collateral agent for the Lenders (in such capacitiesDEUTSCHE BANK SECURITIES INC., together with any successors and assigns in such capacities, the “Administrative as Syndication Agent”).

Appears in 1 contract

Samples: Credit Agreement (Intelsat LTD)

Schedules. Schedule 1.1A: 1 Commitments Schedule 1.1B: 2 Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 4.5 Litigation and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements 4.14 Subsidiaries Schedule 4.19 Deposit, Securities and Other Filings Commodities Accounts Schedule 7.2(d): Existing 4.20 Intellectual Property Schedule 7.1 Indebtedness Schedule 7.3(f): Existing 7.2 Liens Schedule 7.8(e): Existing Investments EXHIBITS 7.4 Investments; Loans Schedule 7.7 Transactions with Affiliates Exhibits Exhibit A: [Reserved] A Form of Revolving Note Exhibit B: B Form of Swingline Note Exhibit C Form of Assignment and Acceptance Exhibit D Form of Compliance Certificate Exhibit C: E Form of Secretary’s/Managing Member’s Certificate Joinder Agreement Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: F Form of Notice of Borrowing Exhibit L: G Form of Notice of Conversion/Continuation AMENDED AND RESTATED Exhibit H Form of FIFO Inventory Amount Calculation CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement”), dated ") is made and entered into as of February 19April 9, 20212015, is entered into by and among NERDWALLET(A) FRED'S, INC., a Delaware Tennessee corporation (“NerdWallet”"Parent"), NERDWALLET COMPARE(B) the Subsidiaries of Parent identified on the signature pages hereto and any other Subsidiaries of Parent which may become Borrowers hereunder pursuant to Section 5.11 (each of such Subsidiaries, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requiresParent, jointly and severally, "Borrowers" and, each, a "Borrower"); (C) the “Borrower”Loan Parties identified on the signature pages hereto and any other Subsidiaries of Parent which may become Guarantors hereunder pursuant to Section 5.11 (each of such Subsidiaries, jointly and severally, "Guarantors" and, each, a "Guarantor"), ; (D) the several banks and other financial institutions or entities from time to time party to this Agreement hereto (each each, a "Lender" and, collectively, the “"Lenders"); (E) REGIONS BANK, an Alabama bank (as further defined below, "Regions Bank"), SILICON VALLEY BANK in its capacity as Swingline Lender (“SVB”as defined below) and LC Issuer (as defined below); and (F) Regions Bank, as the Issuing Lender and the Swingline Lender, and SVB, in its capacity as administrative agent and collateral agent for the Lenders Lenders, LC Issuer and other Secured Parties (in such capacitiescapacity and as further defined below, together with any successors and assigns in such capacities, the “"Administrative Agent" or "Agent").

Appears in 1 contract

Samples: Credit Agreement (Freds Inc)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: 1.01(a) — Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 1.01(c) — Specified Subsidiaries Schedule 4.17: Environmental Matters 2.01 — Commitments Schedule 4.19(a): Financing Statements and Other Filings 3.05 — Real Property Schedule 7.2(d): 3.03 — No Conflicts Schedule 3.06 — Litigation Schedule 3.12 — Subsidiaries Schedule 3.13 — Insurance Schedule 4.01 — Local Counsel Jurisdictions Schedule 6.01 — Existing Indebtedness Schedule 7.3(f): 6.02 — Existing Liens Schedule 7.8(e): 6.04 — Existing Investments EXHIBITS Schedule 6.09 — Existing Transactions with Affiliates Schedule 6.10 — Existing Restrictions EXHIBITS: Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: A — Form of Assignment and Assumption Exhibits F-1 – F-4: Forms Exhibit B — Form of U.S. Tax Compliance Opinion of Ropes & Xxxx LLP Exhibit C — Form of Collateral Agreement Exhibit D — Form of Perfection Certificate Exhibit G: [Reserved] E — Form of Borrowing Request Exhibit H-1: F — Form of Interest Election Request Exhibit G-1 — Form of Term Loan Note Exhibit G-2 — Form of Revolving Loan Credit Note Exhibit H-2: Form of Swingline Loan Note H-1 — Affiliate Assignment and Assumption Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of H-2 — Affiliate Assignment Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 19, 2007, among UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a Delaware corporation (this the AgreementBorrower”), dated as of February 19, 2021, is entered into by and among NERDWALLETUSPI HOLDINGS, INC., a Delaware corporation (“NerdWalletHoldings”), NERDWALLET COMPAREthe LENDERS party hereto from time to time, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC. and XXXXXX BROTHERS INC., as joint lead arrangers and joint bookrunners, BEAR, XXXXXXX & CO. INC. and UBS SECURITIES, LLC, as joint bookrunners, XXXXXX BROTHERS INC., as Syndication Agent, and BEAR XXXXXXX CORPORATE LENDING INC., SUNTRUST BANK and UBS SECURITIES LLC, as Co-Documentation Agents. Pursuant to the Agreement and Plan of Merger dated as of January 7, 2007 (the “Merger Agreement”), by and among the Borrower, Holdings and UNCN Acquisition Corp., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “BorrowerAcquisition Corp.”), Acquisition Corp. merged with and into the several banks and other financial institutions or entities from time to time party to this Agreement Borrower (each a “Lender” and, collectively, the “LendersMerger”), SILICON VALLEY BANK with the Borrower surviving the Merger. Immediately prior to or substantially concurrently with the consummation of the Merger, (a) the Permitted Investors contributed cash to Holdings (the SVBEquity Contributions”) in an aggregate amount that together with the value of the equity of Holdings held by members of management (the “Rollover Equity”) will be equal to at least 35% of the consolidated capitalization of Holdings and its subsidiaries after giving effect to the Transactions, and Holdings contributed to the Borrower the portion of such cash contributions not used to pay Transaction Costs; (b) the Borrower caused the repayment of, and terminate all commitments under and all liens in connection with, the Existing Credit Facilities (the “Repayment”), ; (c) the Borrower issued the Senior Subordinated Notes (as defined below); and (d) Subsidiaries of the Issuing Lender Borrower entered into and borrowed under the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)UK Facility.

Appears in 1 contract

Samples: Credit Agreement (Shoreline Real Estate Partnership, LLP)

Schedules. Schedule 1.1A: I Lenders; Addresses for Notices Schedule II Term Loan Commitments Schedule 1.1B: 1.1(a) Existing Letters Hedging Contracts Schedule 8.13(a) Company Information Schedule 8.13(b) Subsidiaries of Credit the Company; Subsidiaries Scheduled for Dissolution Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental 10.16 Post-Closing Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): 11.3(g) Existing Liens Schedule 7.8(e): 11.6 Disposition Assets Schedule 11.8(p) Existing Investments EXHIBITS Schedule 12.1(p) Existing Parent Agreements Exhibits Exhibit A: A Form of Note Exhibit B [ReservedIntentionally Omitted] Exhibit B: C [Intentionally Omitted] Exhibit D [Intentionally Omitted] Exhibit E [Intentionally Omitted] Exhibit F [Intentionally Omitted] Exhibit G Form of Compliance Certificate Mortgage Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: H Form of Notice of Borrowing Exhibit L: I Form of Notice of Conversion/Conversion or Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Exhibit J Form of Affiliate Subordination Letter Exhibit K [Intentionally Omitted] Exhibit L Form of Assignment and Acceptance Exhibit M Form of Compliance Certificate Exhibit N Form of Capital Contribution Note Exhibit O [Intentionally Omitted] Exhibit P [Intentionally Omitted] Exhibit Q Form of U.S. Tax Compliance Certificate Term Loan Agreement”), dated as of February 19August 3, 20212013 (the “Effective Date”), is entered into by and among NERDWALLET, INC.Revlon Consumer Products Corporation, a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “BorrowerCompany”), the several banks and other financial institutions or entities from time to time party to this Agreement Lenders (each a “Lender” and, collectively, the “Lenders”as defined below), SILICON VALLEY BANK and Citibank, N.A. (“SVBCitibank”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).

Appears in 1 contract

Samples: Term Loan Agreement (Revlon Consumer Products Corp)

Schedules. Schedule 1.1A: 1.01(a) Term Loan Commitments Schedule 1.1B: Existing Letters of Credit 1.01(b) Subsidiary Guarantors Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 1.01(c) Excluded Guarantor Subsidiaries Schedule 4.17: Environmental 1.01(e) Administrative Agent’s Office Schedule 3.06(c) Violations or Proceedings Schedule 3.17 Pension Matters Schedule 4.19(a): Financing Statements and Other Filings 3.19 Insurance Schedule 7.2(d): 3.21 Material Documents Schedule 3.24 Location of Material Inventory Schedule 5.11(b) Certain Subsidiaries Schedule 5.15 Post-Closing Covenants Schedule 6.01(b) Existing Indebtedness Schedule 7.3(f): 6.02(c) Existing Liens Schedule 7.8(e): 6.04(b) Existing Investments EXHIBITS Exhibit A: [Reserved] A Form of Administrative Questionnaire Exhibit B: B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit C: E Form of Secretary’s/Managing Member’s Certificate Interest Election Request Exhibit D: F Form of Solvency Certificate Joinder Agreement Exhibit E: G Form of Assignment and Assumption Exhibits F-1 – F-4: Forms Letter of Comfort Exhibit H-1 Form of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: H-2 Form of Revolving U.S. Tax Compliance Certificate Exhibit H-3 Form of U.S. Tax Compliance Certificate Exhibit H-4 Form of U.S. Tax Compliance Certificate Exhibit I Form of Term Loan Note Exhibit H-2: J Form of Swingline Loan Solvency Certificate Exhibit K Form of Intercompany Note Exhibit I: [Reserved] Exhibit J: L Form of Collateral Information Certificate Escrow Drawdown Request Exhibit K: M Form of Notice Certificate of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED Authorized Signatories 1066931.03C-CHISR01A - MSW SHORT TERM CREDIT AGREEMENT THIS AMENDED AND RESTATED This SHORT TERM CREDIT AGREEMENT (this as amended, restated, amended and restated, supplemented or modified from time to time, the “Agreement”), dated as of February 1921, 20212020, is entered into by and among NERDWALLET, NOVELIS HOLDINGS INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), NOVELIS INC., a corporation amalgamated under the several banks Canada Business Corporations Act and other financial institutions or entities from time to time party to this Agreement having its corporate office at Two Alliance Center, 0000 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxx, XX 00000, XXX, as a Guarantor (each a “Lender” andin such capacity, collectivelyand together with its successors in such capacity, the “LendersParent”), SILICON VALLEY BANK AV METALS INC., a corporation formed under the Canada Business Corporations Act and having its corporate office at Two Alliance Center, 0000 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxx, XX 00000, XXX, the Subsidiary Guarantors (“SVB”such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), as the Issuing Lender and the Swingline LenderLenders, and SVBSTANDARD CHARTERED BANK, being a company incorporated in England by Royal Charter 1853, with reference number ZC18 and whose registered office is 0 Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, as administrative agent and collateral agent for the Lenders (in such capacitiescapacity, and together with any its successors and assigns in such capacitiescapacity, the “Administrative Agent”) for the Lenders, and as escrow agent for the Parties hereto pursuant to Section 2.18 (in such capacity, and together with its successors in such capacity, “Escrow Agent”).

Appears in 1 contract

Samples: Term Credit Agreement (Novelis Inc.)

Schedules. Schedule 1.1A: 1.01(a) – Existing Indebtedness Schedule 1.01(b) – Permitted Holders Schedule 2.01 – Commitments Schedule 1.1B: Existing Letters of Credit 3.04 – Regulatory Approvals Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 3.13(a) – Subsidiaries Schedule 4.17: 3.13(b) – Subsidiaries Jurisdictions of Organization Schedule 3.14 – Existing Dividend Restrictions Schedule 3.15 – Litigation Schedule 3.19 – Environmental Matters Schedule 4.19(a): Financing Statements 3.21 – Affiliate Transactions Schedule 5.07 – Properties and Other Filings Assets Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): 6.01(b) – Existing Liens Schedule 7.8(e): Existing 6.03(l) – Investments EXHIBITS EXHIBITS: Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: A – Form of Assignment and Assumption Exhibits F-1 Exhibit B F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Table of Contents (continued) Exhibit H-1: C – Form of Increasing Lender Supplement Exhibit D – Form of Augmenting Lender Supplement Exhibit E – List of Closing Documents Exhibit F – Form of Revolving Loan Note Exhibit H-2: G-1 – Form of Swingline Loan Note U.S. Tax Certificate (Non-U.S. Lenders That Are Not Partnerships) Exhibit I: G-2 – Form of U.S. Tax Certificate (Non-U.S. Lenders That Are Partnerships) Exhibit G-3 – Form of U.S. Tax Certificate (Non-U.S. Participants That Are Not Partnerships) Exhibit G-4 – Form of U.S. Tax Certificate (Non-U.S. Participants That Are Partnerships) Exhibit H – [Reserved] Exhibit J: I – [Reserved] Exhibit J – Form of Collateral Information Solvency Certificate Exhibit K: Form K – [Reserved] Exhibit L – [Reserved] Exhibit M – Terms of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED Subordination CREDIT AGREEMENT (this “Agreement”), ) dated as of February 19October 25, 2021, is entered into by and 2017 among NERDWALLETPUGET SOUND ENERGY, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities LENDERS from time to time party to this Agreement (each a “Lender” andhereto, collectivelyMIZUHO BANK, the “Lenders”), SILICON VALLEY BANK (“SVB”)LTD., as the Issuing Lender Administrative Agent, JPMORGAN CHASE BANK, X.X.xx Syndication Agent and the Swingline LenderBANK OF AMERICA, N.A., BARCLAYS BANK PLC, THE BANK OF NOVA SCOTIA, EXPORT DEVELOPMENT CANADA, U.S. BANK NATIONAL ASSOCIATION, MUFG UNION BANK, N.A. and SVBXXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)Co-Documentation Agents.

Appears in 1 contract

Samples: Credit Agreement (Puget Sound Energy Inc)

Schedules. Schedule 1.1A: Commitments 1.1(a) - Existing Liens Schedule 1.1B: Existing Letters of Credit 4.1 - Foreign Jurisdiction; Names; Subsidiaries Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 4.3 - Compliance with Other Instruments Schedule 4.13: Pension 4.6 - Litigation; Government Regulation Schedule 4.7 - Taxes Schedule 4.11 - Employee Plans Schedule 4.15: Subsidiaries 4.14 - Leased Properties Schedule 4.17: 4.15 - Realty Schedule 4.16 - Principal Places of Business Schedule 4.18 - Trade Relations Schedule 4.20 - Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 4.21 - Outstanding Borrowings Schedule 7.2(d): Existing Indebtedness 4.23 - Insurance Schedule 7.3(f): Existing Liens 4.29 - Material; Contracts Schedule 7.8(e): Existing Investments 6.5 - Contingent Obligations EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: A - Form of Revolving Loan Credit Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of B-1 - Notice of Borrowing Exhibit L: Form of B-2 - Notice of Conversion/Continuation AMENDED AND RESTATED Exhibit B-3 - Letter of Credit Request Exhibit C - Form of Assignment and Acceptance Exhibit D - Borrowing Base Certificate Exhibit E - Compliance Certificate Attachment A: Covenant Compliance Worksheet Exhibit F - Inventory Report Exhibit G - Financial Condition Certificate THIS CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19the 1st day of October, 20211996 (the "Credit Agreement" or "Agreement"), is entered into by and among NERDWALLET, INC.between SHOP VAC CORPORATION, a Delaware New Jersey corporation with its principal offices in Williamsport, Pennsylvania, and FELCHAR MANUFACTURING CORPORATION, a New York corporation with its principal offices in Kirkwood, New York (“NerdWallet”collectively, the "Borrowers" or individually, a "Borrower"); FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a national banking association with its principal offices in Charlotte, North Carolina ("First Union"), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions that are now or entities from time to time party to this Agreement hereafter become parties hereto (each a “Lender” and, collectivelycollectively with First Union, the "Lenders"), SILICON VALLEY BANK (“SVB”); and FIRST UNION, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent Agent for the Lenders to the extent described in ARTICLE IX hereof (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative "Agent").

Appears in 1 contract

Samples: Credit Agreement (Shop Vac Corp)

Schedules. Schedule 1.1A: I - Commitments and Applicable Lending Offices Schedule 1.1B: II - Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 4.01(b) - Subsidiaries Schedule 4.17: 4.01(d) - Authorizations Schedule 4.01(f) - Litigation Schedule 4.01(o) - Environmental Matters Laws Schedule 4.19(a): Financing Statements and Other Filings 4.01(p) - Open Years Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing 4.01(q) - Liens Schedule 7.8(e): Existing 4.01(r) - Investments Schedule 4.01(s) - Exceptions to Medicare/Medicaid Participation Schedule 5.02 (b) - Debt EXHIBITS Exhibit A: [Reserved] Exhibit B: A-1 - Form of Compliance Certificate Term A Note Exhibit C: A-2 - Form of Secretary’s/Managing Member’s Certificate Term B Note Exhibit D: A-3 - Form of Solvency Certificate Term C Note Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: A-4 - Form of Revolving Loan Credit Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B-1 - Form of Notice of Borrowing Exhibit L: B-2 - Form of Notice of Conversion/Continuation Swing Line Borrowing Exhibit B-3 - Form of Notice of Conversion Exhibit C - Form of Assignment and Assumption Exhibit D - Form of Security Agreement Exhibit E - Form of Subsidiary Guarantee Exhibit F - Form of Opinion of Borrower’s General Counsel Exhibit G - Form of Opinion of Xxxxxxx XxXxxxxxx Exhibit H - Form of Notice of Covenant Reduction Exhibit I - Form of Consent and Ratification of Collateral Documents THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19July 30, 2021, is entered into by and 2004 among NERDWALLET, DAVITA INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks banks, financial institutions and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, institutional lenders listed on the signature pages hereof under the caption “Lenders,” the banks party hereto as Issuing Banks (as hereinafter defined), SILICON VALLEY BANK CREDIT SUISSE FIRST BOSTON, acting through its CAYMAN ISLANDS BRANCH (“SVBCSFB”), as the Issuing Lender provider of the Swing Line Facility (as hereinafter defined) (the “Swing Line Bank”), CSFB and BANC OF AMERICA SECURITIES LLC (“BAS”), as the joint book running managers and joint lead arrangers in respect of the Revolving Credit Facility and the Swingline LenderTerm A Facility, and SVBCSFB as the sole book running manager and sole lead arranger in respect of the Term B Facility and the Term C Facility (CSFB and BAS, as administrative agent and collateral agent for the Lenders (in such capacitiescollectively, together with any successors and assigns in such capacities, the “Book Managers”), CSFB as the administrative agent (together with any successor thereto appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties (as hereinafter defined), THE BANK OF NEW YORK, THE BANK OF NOVA SCOTIA and WACHOVIA BANK, NATIONAL ASSOCIATION, as documentation agents in respect of the Revolving Credit Facility and the Term A Facility (the “Documentation Agents”), and BANK OF AMERICA, N.A. as syndication agent in respect of the Revolving Credit Facility, the Term A Facility, the Term B Facility and the Term C Facility (the “Syndication Agent”) AMENDS AND RESTATES IN FULL the Existing Credit Agreement (as hereinafter defined).

Appears in 1 contract

Samples: Credit Agreement (Davita Inc)

Schedules. Schedule 1.1A: 1.01(a) – Letter of Credit Commitments Schedule 1.1B: 1.01(b) – Secured Bilateral Letter of Credit Facilities Schedule 2.01 – Commitments Schedule 2.06 – Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 3.01 – Subsidiaries Schedule 4.17: Environmental 5.12 – Post-Closing Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): 6.01 – Existing Indebtedness Schedule 7.3(f): 6.02 – Existing Liens Schedule 7.8(e): 6.04 – Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit BIntercompany Investments, Loans and Advances EXHIBITS: Form of of: Exhibit A – Assignment and Assumption Exhibit B – Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate C-1 – Borrowing Request Exhibit D: Form of Solvency Certificate C-2 – Interest Election Request Exhibit E: Form of Assignment and Assumption Exhibits F-1 D-1 F-4: Forms of U.S. Tax Compliance Certificate (Foreign Lenders That Are Not Partnerships) Exhibit G: [Reserved] D-2 – U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) Exhibit H-1: Form of Revolving Loan Note D-3 – U.S. Tax Certificate (Foreign Participants That Are Partnerships) Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information D-4 – U.S. Tax Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED (Foreign Lenders That Are Partnerships) This CREDIT AGREEMENT (this “Agreement”), dated as of February June 19, 20212018, is entered into by and among NERDWALLETXXXX XXXX TECHNOLOGIES CORPORATION, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severallyXXXX XXXX TECHNOLOGIES EUROPE B.V., the “Borrower”), the several banks and other financial institutions or entities LENDERS from time to time party hereto and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent. The Borrowers (as defined below) have requested, and subject to the terms and conditions set forth in this Agreement (each a “Lender” and, collectivelyAgreement, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender Administrative Agent and the Swingline Lender, Lenders have agreed to extend a revolving credit facility to the Borrowers. In consideration of the mutual covenants and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiesagreements herein contained, the “Administrative Agent”).parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (John Bean Technologies CORP)

Schedules. Schedule 1.1A: Commitments 1 Initial Allocated Facility Amounts and Percentages Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: 2 [Reserved] Schedule 3 Initial Collateral Loans Schedule 4 Xxxxx’x Industry Classifications Schedule 5 Notice Information Schedule 6 Authorized Signatories Schedule 7 Diversity Score EXHIBITS Exhibit B: A Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B Form of Notice of Borrowing (with attached form of Borrowing Base Calculation Statement) Exhibit L: C Form of Notice of Conversion/Continuation AMENDED Prepayment Exhibit D Form of Assignment and Acceptance Exhibit E Agreed-Upon Procedures Exhibit F Form of Data File Exhibit G Form of Approval Request REVOLVING CREDIT AND RESTATED SECURITY AGREEMENT REVOLVING CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)SECURITY AGREEMENT, dated as of February 1922, 20212019, is entered into by and among NERDWALLETPennantPark Investment Funding I, INC.LLC, a Delaware corporation limited liability company, as borrower (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities LENDERS from time to time party to this Agreement (each a “Lender” andhereto, collectively, the “Lenders”), SILICON VALLEY BANK BNP PARIBAS (“SVBBNP”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders Secured Parties (as hereinafter defined) (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”), PENNANTPARK INVESTMENT CORPORATION, a Maryland corporation (“PNNT”), as equityholder of the Borrower (the “Equityholder”), PENNANTPARK INVESTMENT ADVISERS, LLC, a Delaware limited liability company (“PPIA”), as servicer (the “Servicer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (“BNYM”), as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Collateral Agent”).

Appears in 1 contract

Samples: Credit and Security Agreement (Pennantpark Investment Corp)

Schedules. Schedule 1.1A: I -- Applicable Margin, Applicable Commitment Fee Rate and Applicable Letter of Credit Fee Rate Schedule II -- Revolving Commitments Schedule 1.1B: III -- Disclosure Schedule Schedule IV -- Initial Guarantors Schedule V -- Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices VI -- Existing Hedging Obligations Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing VII -- Non-Permitted Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] A -- Form of Revolving Note Exhibit B: B -- Form of Borrowing Base Certificate Exhibit C -- Form of Security Agreement Exhibit D -- Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: E -- Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Agreement Exhibit G: [Reserved] Exhibit H-1: F -- Form of Revolving Loan Note Advance Borrowing Notice Exhibit H-2: G -- Form of Swingline Loan Note Prepayment Notice Exhibit I: [Reserved] Exhibit J: H -- Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED Notice THIS CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19May 18, 20212010, is entered into by and among NERDWALLETOMNICARE, INC., a Delaware corporation corporation, as Borrower (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement lenders named herein, as the Lenders (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”)JPMorgan Chase Bank, N.A., as Syndication Agent, Barclays Capital, the investment banking division of Barclays Bank PLC, as a Co-Documentation Agent, Citibank, N.A., as a Co-Documentation Agent, and SunTrust Bank, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent Administrative Agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”).. The parties hereto hereby agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Omnicare Inc)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19June 2, 2021, is entered into by and among NERDWALLETSTITCH FIX, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Appears in 1 contract

Samples: Credit Agreement (Stitch Fix, Inc.)

Schedules. Schedule 1.1A: Commitments I - List of Applicable Lending Offices Schedule 1.1B: II - Existing Letters of Credit Debt Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 4.01(b) - Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments 5.02(d) - Assets Held For Sale EXHIBITS Exhibit A: [Reserved] Exhibit B: A-1 - Form of Compliance Certificate Competitive Bid Note Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: A-2 - Form of Revolving Loan Credit Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B-1 - Form of Notice of Borrowing Exhibit L: B-2 - Form of Notice of Conversion/Continuation Competitive Bid Borrowing Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Designation Agreement Exhibit E - Form of Group Consent Exhibit F - Form of Subsidiary Consent AMENDED AND RESTATED CREDIT AGREEMENT THIS Dated as of November 17, 1999 AMENDED AND RESTATED CREDIT AGREEMENT among WARNACO INC., a Delaware corporation (this “Agreement”together with any successors-in-interest permitted hereunder, the "Borrower"), dated as of February 19, 2021, is entered into by and among NERDWALLETTHE WARNACO GROUP, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWalletany successors-in-interest permitted hereunder, individually and collectively as the context requires, jointly and severally, the “Borrower”"Group"), the several banks banks, financial institutions and other financial institutions or entities from time to time party to this Agreement institutional lenders (each a “Lender” and, collectively, the "Initial Lenders”), SILICON VALLEY BANK (“SVB”), as ") listed on the Issuing Lender and the Swingline Lendersignature pages hereof, and SVBTHE BANK OF NOVA SCOTIA ("Scotiabank") and XXXXXXX XXXXX BARNEY, INC. ("SSB") as administrative agent co- lead arrangers and collateral agent co-book managers (the "Arrangers") for the Lenders (in such capacitiesas hereinafter defined), together with any successors CITIBANK, N.A. ("Citibank") as syndication agent ("Syndication Agent") for the Lenders, COMMERZBANK A.G., New York Branch as documentation agent (the "Documentation Agent") for the Lenders, and assigns in such capacities, Scotiabank as administrative agent (the "Administrative Agent”)") and competitive bid agent (the "Competitive Bid Agent") for the Lenders and as a Swing Line Bank and an Issuing Bank hereunder.

Appears in 1 contract

Samples: Credit Agreement (Warnaco Group Inc /De/)

Schedules. Schedule 1.1A: 1.01(a) - Contributed Polo Assets Schedule 1.01(b) - Excluded Subsidiaries Schedule 1.01(c) - Mortgaged Property Schedule 1.01(d) - Subsidiary Guarantors Schedule 2.01 - Lenders and Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 3.08 - Subsidiaries Schedule 4.17: 3.09 - Litigation Schedule 3.17 - Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 3.18 - Insurance Schedule 7.2(d): 3.19(a) - UCC Filing Offices Schedule 3.19(c) - Mortgage Filing Offices Schedule 3.20(a) - Owned Real Property Schedule 3.20(b) - Leased Real Property Schedule 3.26(a) - Disclosed Time Share Matters Schedule 3.26(b) - Resorts Schedule 6.01 - Existing Indebtedness Schedule 7.3(f): 6.02 - Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit B: A - Form of Compliance Certificate Administrative Questionnaire Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: B - Form of Assignment and Assumption Exhibits Exhibit C - Form of Borrowing Request Exhibit D - Form of Guarantee and Collateral Agreement Exhibit E - Form of Mortgage Exhibit F-1 – F-4: Forms - Form of U.S. Tax Compliance Certificate Dorfinco Intercreditor Agreement Exhibit G: F-2 - Form of Receivables Facility Intercreditor Agreement Exhibit F-3 - Form of First Lien Intercreditor Agreement Exhibit G-1 - Form of Opinion of Xxxxxx Xxxxxx Xxxxxxxx LLP Exhibit G-2 - Form of Opinion of [Reserved·] Exhibit H-1: G-3 - Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED Local Counsel Opinion CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19April 26, 20212007, is entered into by and among NERDWALLET, INCDRS ACQUISITION CORP., a Delaware Maryland corporation to be merged with and into SUNTERRA CORPORATION, a Maryland corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement DIAMOND RESORTS HOLDINGS, LLC, a Nevada limited liability company (each a Lender” and, collectively, the “LendersPolo Holdings”), SILICON VALLEY BANK DIAMOND RESORTS PARENT, LLC, a Nevada limited liability company (“SVBHoldings”), the Lenders (as the Issuing Lender and the Swingline Lenderdefined in Article I), and SVBCREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders. The Borrower has requested the Lenders to make Loans (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I)., in an aggregate principal amount not in excess of $140,000,000. The proceeds of the Loans (other than the Delayed Draw Term Loans) are to be used, together with the proceeds of the First Lien Term Loans (other than the First Lien Delayed Draw Term Loans) solely (a) to refinance all amounts outstanding or accrued and payable under the Tender Facility Credit Agreement, (b) to pay the Acquisition Consideration in respect of shares of common stock of Sunterra Corporation, a Maryland corporation, not acquired pursuant to the Tender Offer and (c) to pay Transaction Costs in an aggregate amount not to exceed $36,600,000. The proceeds of the Delayed Draw Term Loans, together with the proceeds of the First Lien Delayed Draw Term Loans, are to be used solely to finance the repurchase of any Existing Sunterra Notes repurchased pursuant to the Existing Sunterra Notes Repurchase Offer. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Sunterra Corp)

Schedules. Schedule 1.1A: I - Commitments and Applicable Lending Offices Schedule 1.1B: II - Affiliated Transactions Schedule III - Agreements with Negative Pledge Clauses Schedule 1.01(a) - Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 1.01(b) - Surviving Debt Schedule 4.13: Pension Plans Schedule 4.15: 4.01 - Equity Investments; Subsidiaries Schedule 4.17: Environmental Matters 4.01(j) - Disclosures Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): 5.02(a) - Existing Liens Schedule 7.8(e): 5.02(e) - Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: A-1 - Form of Revolving Loan Credit Note Exhibit H-2: A-2 - Form of Swingline Loan Term Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: B - Form of Notice of Borrowing Exhibit L: C - Form of Notice Assignment and Acceptance Exhibit D-1 - Form of Conversion/Continuation AMENDED Opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, LLP Exhibit D-2 - Form of Opinion of Xxxxxxxx, Loop & Xxxxxxxx, LLP Exhibit E - Form of Tax Compliance Certificates Exhibit F - Form of Compliance Certificate Exhibit G - Form of Security Agreement Exhibit H - Form of Guaranty Supplement Exhibit I - Form of Solvency Certificate CREDIT AND RESTATED GUARANTY AGREEMENT CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT GUARANTY AGREEMENT (this “Agreement”)) dated as of June 9, 2016 (as amended by Amendment No. 1, dated as of August 17, 2017, and Amendment No. 2, dated as of February 1928, 2021, is entered into by and 2019) among NERDWALLET, INC.XXXX INCORPORATED (formerly known as Xxxx Holding Corporation), a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), and each of the several banks direct and indirect subsidiaries of the Borrower signatory hereto (each, a “Guarantor”, and, collectively, together with any person that becomes a Guarantor hereunder pursuant to Section 8.05, the “Guarantors”), the banks, financial institutions and other financial institutions or entities from time to time institutional lenders party to this Agreement hereto (each each, a “Lender” and, collectivelyand collectively with any other person that becomes a Lender hereunder pursuant to Section 9.07 or to Amendment No. 2 (as defined below), the “Lenders”), SILICON VALLEY BANK CITIBANK, N.A. (“SVBCITI”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with or any successors and assigns in such capacitiessuccessor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined), CITI, as collateral agent (or any successor appointed pursuant to Article VII, the “Collateral Agent”) for the Lender Parties and the other Secured Parties, CITIGROUP GLOBAL MARKETS INC. (“CGMI”), JPMORGAN CHASE BANK, N.A. (“JPM”), BANK OF AMERICA, N.A. (“BofA”), XXXXXXX XXXXX BANK USA (“GS”) and BARCLAYS BANK PLC (“Barclays”) as joint lead arrangers and joint bookrunners (the “Joint Lead Arrangers”), JPM, BofA and GS, as syndication agents (the “Syndication Agents”), ROYAL BANK OF CANADA (“Royal Bank”), UBS SECURITIES LLC (“UBS”), CREDIT SUISSE SECURITIES (USA) LLC (“CS”), CITIZENS BANK N.A. (“Citizens”), BMO CAPITAL MARKETS (“BMO”) and FIFTH THIRD BANK (“FTB”), as documentation agents (the “Documentation Agents”).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Dana Inc)

Schedules. Schedule 1.1A: :Commitments Schedule 1.1B: :Existing Letters of Credit Schedule 4.4: :Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: :Subsidiaries Schedule 4.17: :Environmental Matters Schedule 4.19(a): Financing 4.19(a):Financing Statements and Other Filings Schedule 7.2(d): Existing 7.2(d):Existing Indebtedness Schedule 7.3(f): Existing 7.3(f):Existing Liens Schedule 7.8(e): Existing 7.8(e):Existing Investments EXHIBITS Exhibit A: [Reserved] :Form of Guarantee and Collateral Agreement Exhibit B: :Form of Compliance Certificate Exhibit C: :Form of Secretary’s/Managing Member’s Certificate Exhibit D: :Form of Solvency Certificate Exhibit E: :Form of Assignment and Assumption Exhibits F-1 – F-4: :Forms of U.S. Tax Compliance Certificate Exhibit G: [ReservedG:[Reserved] Exhibit H-1: :Form of Revolving Loan Note Exhibit H-2: :Form of Swingline Loan Note Exhibit I: [ReservedI:[Reserved] Exhibit J: :Form of Collateral Information Certificate Exhibit K: :Form of Notice of Borrowing Exhibit L: :Form of Notice of Conversion/Continuation AMENDED AND RESTATED ​ ​ ​ CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19July 31, 20212020, is entered into by and among NERDWALLETAXCELIS TECHNOLOGIES, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Appears in 1 contract

Samples: Credit Agreement (Axcelis Technologies Inc)

Schedules. Schedule 1.1A: :Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans 4.6:Litigation Schedule 4.15: :Subsidiaries Schedule 4.17: :Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 4.19(a):Security Documents Schedule 7.2(d): Existing 4.19(c):Limited Recourse Pledge Agreements Schedule 4.26:Capitalization Schedule 4.29:Fees Schedule 7.2(d):Existing Indebtedness Schedule 7.3(f): Existing 7.3(f):Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] :Form of Guarantee and Collateral Agreement Exhibit B: :Form of Compliance Certificate Exhibit C: :Form of Secretary’s/Managing Member’s Certificate Exhibit D: :Form of Solvency Certificate Exhibit E: :Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] :Reserved Exhibit H-1: :Form of Revolving Loan Note Exhibit H-2: :Form of Swingline Term Loan Note Exhibit I: [Reserved] Exhibit J: :Form of Collateral Information Certificate Exhibit K: J:Form of Notice of Borrowing Exhibit L: K:Form of Notice of Conversion/Continuation AMENDED AND RESTATED ​ ​ ​ ​ CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19August 2, 20212019, is entered into by and among NERDWALLET, INC.ENFUSION LTD. LLC, a Delaware corporation limited liability company (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement as lenders, including pursuant to Sections 2.27 or 10.6 (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Appears in 1 contract

Samples: Credit Agreement (Enfusion, Inc.)

Schedules. Schedule 1.1A: Commitments I New Aircraft and Scheduled Delivery Months Schedule 1.1B: Existing Letters of Credit II Trust Supplements Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings III Deposit Agreements Schedule IV Escrow and Notices Paying Agent Agreements Schedule 4.13: Pension Plans V Mandatory Document Terms Schedule 4.15: Subsidiaries VI Mandatory Economic Terms Schedule 4.17: Environmental Matters VII Aggregate Amortization Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments ANNEX ----- Annex A Definitions EXHIBITS -------- Exhibit A: [Reserved] Exhibit B: A-1 Form of Compliance Certificate Leased Aircraft Participation Agreement Exhibit C: A-2 Form of Secretary’s/Managing Member’s Certificate Lease Exhibit D: A-3 Form of Solvency Certificate Leased Aircraft Indenture Exhibit E: A-4 Form of Aircraft Purchase Agreement Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: A-5 Form of Revolving Loan Note Leased Aircraft Trust Agreement Exhibit H-2: A-6 Form of Swingline Loan Note Special Indenture Exhibit I: [Reserved] Exhibit J: B Form of Collateral Information Certificate Delivery Notice Exhibit K: C-1 Form of Notice of Borrowing Owned Aircraft Participation Agreement Exhibit L: C-2 Form of Notice Owned Aircraft Indenture Exhibit D Form of Conversion/Continuation AMENDED AND RESTATED CREDIT Special Addition to Participation Agreement Exhibit E Special Revisions to Section 6.2 of the Participation Agreement NOTE PURCHASE AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)This NOTE PURCHASE AGREEMENT, dated as of February 19November 3, 20211998, is entered into by and among NERDWALLET(i)CONTINENTAL AIRLINES, INC., a Delaware corporation (“NerdWallet”the "COMPANY"), NERDWALLET COMPARE, INC.(ii)WILMINGTON TRUST COMPANY ("WTC"), a Delaware corporation (“NW Compare” and together with NerdWalletbanking corporation, individually and collectively not in its individual capacity except as the context requiresotherwise expressly provided herein, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), but solely as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders trustee (in such capacities, capacity together with any its successors and assigns in such capacitiescapacity, the “Administrative Agent”"PASS THROUGH TRUSTEE") under each of the five separate Pass Through Trust Agreements (as defined below), (iii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as subordination agent and trustee (in such capacity together with its successors in such capacity, the "SUBORDINATION AGENT") under the Intercreditor Agreement (as defined below), (iv)FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity together with its successors in such capacity, the "ESCROW AGENT"), under each of the Escrow and Paying Agent Agreements (as defined below) and (v) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Paying Agent (in such capacity together with its successors in such capacity, the "PAYING AGENT") under each of the Escrow and Paying Agent Agreements.

Appears in 1 contract

Samples: Note Purchase Agreement (Continental Airlines Inc /De/)

Schedules. Schedule 1.1A: Commitments 2.3(c)(vi)(B) Procedures for Certain Third-Party Disposal Sites Schedule 1.1B: Existing Letters of Credit 2.3(c)(vi)(E) Pending Environmental Actions Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 2.9(a) Shared Contracts Schedule 2.11(a)(i) Enterprise Accounts Schedule 2.11(a)(ii) HPI Accounts Schedule 2.13 Post-Distribution Cash Adjustment Schedule 6.1(d) Transaction Documents – Enterprise Indemnification Schedule 6.2(d) Transaction Documents – HPI Indemnification Schedule 6.10(a) Surviving Guarantees Schedule 6.10(a)(i) Enterprise Guarantees to Be Released Schedule 6.10(a)(ii) HPI Guarantees to Be Released Schedule 6.11(a) Enterprise Actions Schedule 6.11(b) HPI Actions Schedule 6.11(c) Mixed Actions Schedule 7.1(a) Specified Cooperation Matters Following the Distribution Schedule 7.6 Payment Schedule Schedule 7.7 Restricted Businesses and Notices Certain Exceptions Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements 7.9 Remediation Obligations and Other Filings Environmental Liabilities Schedule 7.2(d): Existing Indebtedness 8.4(a)(i) Pre-approved Arbitrators Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit B: 9.11 Form of Compliance Certificate Exhibit C: Form Press Release SEPARATION AND DISTRIBUTION AGREEMENT This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT , 2015 (this “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLET, INC.Hewlett-Packard Company, a Delaware corporation (“NerdWalletHP”), NERDWALLET COMPARE, INC.; Hewlett Packard Enterprise Company, a Delaware corporation (“NW Compare” Enterprise”); solely for purposes of Schedule 2.13(d)(iii) and together with NerdWallet(iv), individually Section 6.3(b) and collectively as the context requiresSection 6.7(c), jointly Hewlett-Packard Bermuda Enterprises LP, a Bermuda limited partnership and severally, the wholly owned subsidiary of HP (BorrowerBLP 1 D5”), and Phoenix Holding LP, a Bermuda limited partnership and wholly owned subsidiary of HP (“Inc BLP C5”); and solely for purposes of Section 6.3(c) and Section 6.7(c), Hewlett-Packard Munich BV, a besloten vennootschap organized under the several banks laws of the Netherlands and other financial institutions or entities from time to time party to this Agreement wholly owned subsidiary of HP (each a Lender” and, collectively, the “LendersMunich D2/D6”), SILICON VALLEY BANK and Gatriam Holding BV, a besloten vennootschap organized under the laws of the Netherlands and wholly owned subsidiary of HP (“SVBE Munich C6”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (. Certain terms used in such capacities, together with any successors and assigns this Agreement are defined in such capacities, the “Administrative Agent”)Section 1.1.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Hewlett Packard Enterprise Co)

Schedules. Schedule 1.1A: I Borrower’s Account, Collection Account and Administrative Agent’s Account Schedule II Material Contracts and Other Commitments of the Borrower Schedule 1.1B: Existing Letters III Valuation Agents Schedule IV Dealers Schedule 4.1(c) Ownership Structure of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings the Borrower and Notices Schedule 4.13: Pension Plans Schedule 4.15: its Subsidiaries Schedule 4.17: Environmental Matters 4.1(p) Indebtedness of the Borrower (except as disclosed in the Financial Statements described in Section 4.1(h)) Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments 10.3 Notice Addresses EXHIBITS Exhibit A: [Reserved] Exhibit B: EXHIBIT A — Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: EXHIBIT B — Form of Notice of Borrowing Exhibit L: EXHIBIT C — Form of Loan Note EXHIBIT D — Form Assignment and Assumption EXHIBIT E — Commitments EXHIBIT F — Form of Monthly Report EXHIBIT G — Form of Authorization to Release Collection Account Funds pursuant to Section 2.7(c) EXHIBIT H — Form of Notice of Conversion/Continuation Prepayment SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19, 2021, ) is entered into as of July 10, 2019, by and among NERDWALLETCALIBER HOME LOANS, INC., Inc. a Delaware corporation corporation, as borrower (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities that may from time to time party to this Agreement become parties hereto (each such financial institution, a “Lender” and, and collectively, the “Lenders”), SILICON VALLEY ) and XXXXXXX XXXXX BANK USA (“SVBGS Bank”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).

Appears in 1 contract

Samples: Credit Agreement (Caliber Home Loans, Inc.)

Schedules. Schedule 1.1A: 1.01(a) - GTR Assets Schedule 1.01(b) - Guarantors Schedule 1.01(c)-A Excluded Properties Schedule 1.01(c)-B Mortgaged Properties Schedule 2.01 - Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 3.08 - Subsidiaries Schedule 4.17: 3.09 - Litigation Schedule 3.17 - Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 3.18 - Insurance Schedule 7.2(d): Existing 3.19 - Mortgage Filing Offices Schedule 3.20(a) - Real Property Schedule 3.20(b) - Leasehold Interests Schedule 6.01 - Permitted Indebtedness Schedule 7.3(f): Existing 6.02 - Permitted Liens Schedule 7.8(e): Existing 6.04 - Permitted Investments EXHIBITS Schedule 6.08 - Affiliate Transactions EXHIBITS: Exhibit A: [Reserved] Exhibit B: A - Form of Compliance Certificate Administrative Questionnaire Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: B - Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] Exhibit H-1: C - Form of Revolving Loan Note Borrowing Request Exhibit H-2: D - Intentionally Omitted Exhibit E - Intentionally Omitted Exhibit F - Form of Swingline Loan Note Opinion of Xxxxxxxxx and Xxxxxxxxx, L.L.P. Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation G - GTR Financing Term Sheet AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19January 14, 20212004, is entered into by and among NERDWALLETALON USA, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “"Borrower"), the several banks and other financial institutions or entities from time to time party to this Agreement Lenders (each a “Lender” and, collectively, the “Lenders”as defined in Article I), SILICON VALLEY BANK (“SVB”)and CREDIT SUISSE FIRST BOSTON, as a bank organized under the Issuing Lender and the Swingline Lenderlaws of Switzerland, and SVBacting through its Cayman Islands branch, as administrative agent and collateral agent for the Lenders (in such capacitiescapacity, together with any successors the "Administrative Agent") and assigns as collateral agent (in such capacitiescapacity, the “Administrative "Collateral Agent”).") for the Lenders. This Amended and Restated Credit Agreement amends and restates the Credit Agreement dated as of December 16, 2003, among the parties hereto. The Borrower has requested the Lenders to provide a term loan facility available in the form of a single Borrowing on a single date not later than the 30th day after the Closing Date, in an aggregate principal amount of $100,000,000. The proceeds of the Loans are to be used to repay all outstanding term loan Indebtedness under the Refining Term Loan Agreement and all outstanding indebtedness under the IDB Revolving Credit Facility, to pay fees and expenses related to the Transactions and for other general corporate purposes. Capitalized terms used but not defined in this paragraph shall have the meanings given them in Article I. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Alon USA Energy, Inc.)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: 1.01(a) - Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 1.01(b) - Subsidiary Guarantors Schedule 2.01 - Lenders and Notices Commitments Schedule 4.13: Pension Plans Schedule 4.15: 3.08 - Subsidiaries Schedule 4.17: 3.09 - Litigation Schedule 3.14 - Certain Tax Matters Schedule 3.17 - Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 3.18 - Insurance Schedule 7.2(d): 3.19(a) - UCC Filing Offices Schedule 3.20(b) - Leased Real Property Schedule 6.01(a) - Existing Indebtedness Schedule 7.3(f): 6.02 - Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit B: A - Form of Compliance Certificate Administrative Questionnaire Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: B - Form of Assignment and Assumption Exhibits Acceptance Exhibit C - Form of Borrowing Request Exhibit D - Guarantee and Collateral Agreement Exhibit F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: - Form of Revolving Loan Promissory Note Exhibit H-2: F-2 - Form of Swingline Loan Term Promissory Note Exhibit IG - Certificate Re: [Reserved] Non-Bank Status Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation H - International Restructuring SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2010 (this “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLETDELTEK, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement Lenders (each a “Lender” and, collectively, the “Lenders”as defined in Article I), SILICON VALLEY BANK and CREDIT SUISSE AG (“SVB”formerly known as Credit Suisse), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacitiescapacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders. The Borrower, the Administrative Agent, the Collateral Agent and the lenders party thereto previously entered into that certain Credit Agreement dated as of April 22, 2005, as amended and restated as of August 24, 2009 (as further amended prior to the date hereof, the “Existing Credit Agreement”)., under which (a) the Extending Term Lenders (as defined therein) converted their term loans into Term B Loans (as defined therein), (b) the Extending Revolving Lenders (as defined therein) converted their revolving credit commitments into Revolving B Credit Commitments (as defined therein), (c) the Swingline Lender (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) agreed to extend credit in the form of Swingline Loans to the Borrower at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $10,000,000, and (d) the Issuing Bank agreed to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $10,000,000, for general corporate purposes of the Borrowers and its Subsidiaries. The Borrower has requested (a) the Term Lenders to extend credit in the form of Term Loans on the Restatement Date, in an aggregate principal amount not to exceed $200,000,000 and (b) the Revolving Credit Lenders to extend credit at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $30,000,000. The proceeds of the Term Loans are to be used to repay all outstanding term loans under the Existing Credit Agreement, to pay related fees and expenses and for working capital needs and general corporate purposes of the Borrower. The proceeds of the Revolving Loans and the Swingline Loans are to be used solely for general corporate purposes. Pursuant to the Amendment Agreement, the Borrower, the Required Lenders (as defined in the Existing Credit Agreement), the Revolving C Lenders and the Term Lenders have agreed to amend and restate the Existing Credit Agreement in the form hereof to, among other things, set forth the terms and conditions of the Revolving C Loans and the Term Loans and make certain other amendments thereto. Accordingly, the parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Deltek, Inc)

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