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: 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 1.1A1 - 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: 1.1(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 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 (Hp Inc), Separation and Distribution Agreement (Hewlett Packard Enterprise Co)

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: 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: 1.01(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: 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: 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 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: 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: 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 1.1A: 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: 1.01 — 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 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(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 4.5: 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) 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 (Vistra Energy Corp), Junior Lien Intercreditor Agreement (Energy Future Competitive Holdings Co LLC)

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

Schedules. Schedule 1.1A1.1: Lenders and Commitments Schedule 1.1B1.2: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Non-Material Canadian Subsidiaries Schedule 4.171.3: Non-Material Domestic Subsidiaries Schedule 1.4: Propco Schedule 2.18(b): Credit Card Arrangements Schedule 2.18(c)(ii): Blocked Accounts Schedule 3.01: Organization Information Schedule 3.05(c)(i): Owned Real Estate Schedule 3.05(c)(ii): Leased Real Estate Schedule 3.06(a): Disclosed Matters Schedule 3.06(b): Environmental Matters Schedule 4.19(a3.12: Subsidiaries; Joint Ventures Schedule 3.13: Insurance Schedule 3.14: Collective Bargaining Agreements Schedule 5.01(a): Financing Statements and Other Filings Business Segment Reporting Requirements Schedule 7.2(d5.01(i): Reporting Requirements Schedule 6.01: Existing Indebtedness Schedule 7.3(f6.01(z): Existing Liens Joint Venture Guarantees Schedule 7.8(e): 6.02: Existing Encumbrances Schedule 6.04: Existing Investments EXHIBITS Exhibit ASchedule 6.04(g): Investment Policy Schedule 6.07: [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 Affiliate Transactions SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19August 10, 2021, is entered into by and among NERDWALLET2010 among: TOYS “R” US-DELAWARE, INC., a Delaware corporation organized under the laws of the State of Delaware, with its principal executive offices at One Xxxxxxxx Way, Wayne, New Jersey, for itself and as agent (“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”) for the other Domestic Borrowers now or hereafter party hereto; The DOMESTIC BORROWERS; TOYS “R” US (CANADA) LTD. TOYS “R” US (CANADA) LTEE (the “Canadian Borrower”), a corporation organized under the several banks and other financial institutions or entities from time to time party to this Agreement (each laws of the Province of Ontario with its principal executive offices at 0000 Xxxxxxxxx Xxxx, Concord, Ontario L4K 4M5; The FACILITY GUARANTORS; BANK OF AMERICA, N.A., a “Lender” andnational banking association, collectivelyhaving a place of business at 000 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 capacitiescapacity, together with any successors and assigns in such capacitiesreplacement thereof pursuant to SECTION 8.12 hereof, the “Administrative Agent”).) for its own benefit and the benefit of the other Secured Parties;

Appears in 1 contract

Samples: Credit Agreement (Toys R Us Inc)

Schedules. Schedule 1.1A: 1.1 Pricing Grid Schedule 2.1 Commitments and Pro Rata Shares Schedule 1.1B: Existing Letters of Credit 5.5 Litigation Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 5.7 ERISA Schedule 4.13: Pension Plans 5.11 Material Liabilities Schedule 4.15: Subsidiaries Schedule 4.17: 5.12 Environmental Matters Schedule 4.19(a): Financing Statements 5.16 Subsidiaries and Other Filings Minority Interests Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing 7.2 Permitted Liens Schedule 7.8(e): Existing Investments 10.2 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 Compliance Certificate Exhibit D Form of Opinion of Counsel to the Company Exhibit E Form of Opinion of Special Counsel to the Administrative Agent Exhibit F Form of Assignment and Acceptance Exhibit G Form of Promissory 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 March 17, 2000, among NERDWALLET, INC.THE EARTHGRAINS 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”"Company"), 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”)OF AMERICA, N.A., ------- ------ as Syndication Agent, BANK ONE, NA, as the Issuing Lender and the Swingline LenderDocumentation Agent, and SVBXXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as administrative agent and collateral agent for the Lenders (in such capacitiesLenders. In consideration of the mutual agreements, together with any successors provisions and assigns in such capacitiescovenants contained herein, the “Administrative Agent”).parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Earthgrains Co /De/)

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: Commitments Schedule 1.1B: I Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 2.01 Commitments and Notices Pro Rata Shares Schedule 4.13: Pension Plans 4.02(a) Permitted Waiver Amount Schedule 4.15: Subsidiaries 4.02(b) Jurisdictions of Organization and Foreign Qualifications Schedule 4.17: 5.05(b) Supplement to Interim Financial Statements Schedule 5.05(e) Off-Balance Sheet Liabilities Schedule 5.08 Existing Real Properties Schedule 5.09 Environmental Matters Schedule 4.19(a): Financing Statements 5.13(a) Equity Interest Schedule 5.13(b) Options and Other Filings Warrants Schedule 7.2(d): 5.21 Supply Agreements and Material Contracts Schedule 7.01 Existing Liens Schedule 7.02 Existing Investments Schedule 7.03(d) Existing Indebtedness Schedule 7.3(f): Existing Liens 7.03(s) Outstanding Indebtedness under Senior Subordinated Notes Schedule 7.8(e): Existing Investments 7.08 Agreements with Affiliates Schedule 7.09(a) Restrictions on Subsidiary Distributions Schedule 7.09(b) Negative Pledges Schedule 10.02 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Exhibit A: [Reserved] A Form of Note Exhibit B: B Form of Interest Election Request 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 Compliance Borrowing Request Exhibit F Form of Landlord Waiver and Access Agreement Exhibit G Form of Borrowing Base Certificate Exhibit G: [Reserved] Exhibit H-1: H Form of Revolving Loan Note Guarantee and Security Agreement Exhibit H-2: I Form of Swingline Loan Note LC Request Exhibit I: [Reserved] Exhibit J: J Form of Collateral Information Execution Date Certificate Exhibit K: K Form of Notice of Borrowing Intercreditor Agreement Exhibit L: L Form of Notice Interim Approval Order Exhibit M Form of Conversion/Continuation AMENDED AND RESTATED Subordination Agreement REVOLVING CREDIT AGREEMENT THIS AMENDED AND RESTATED This REVOLVING CREDIT AGREEMENT (this “Agreement”), dated ) is entered into as of February 1915, 2021, is entered into by and 2011 among NERDWALLETKEYSTONE AUTOMOTIVE HOLDINGS, INC., a Delaware corporation (“NerdWalletHoldings”), NERDWALLET COMPAREKEYSTONE AUTOMOTIVE OPERATIONS, INC., a Delaware Pennsylvania corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”), the several banks each Lender and other financial institutions or entities registered assigns from time to time party to this Agreement hereto, and BANK OF AMERICA, N.A., (each a together with its successors, Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVBBank of America”), as the Administrative Agent, Issuing Lender Bank 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: Revolving Credit Agreement (Keystone Automotive Operations Inc)

Schedules. Schedule 1.1A: 2.1 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 5.6 Disclosed Matters Schedule 4.19(a): Financing Statements and Other Filings 5.13 Subsidiaries; Equity Interests Schedule 7.2(d): 5.14 Insurance Schedule 5.16(a) UCC Filing Offices Schedule 6.15 Certain Post-Closing Obligations Schedule 7.1 Existing Indebtedness Schedule 7.3(f): 7.2 Existing Liens Schedule 7.8(e): 7.4 Existing Investments EXHIBITS Schedule 7.10 Existing Restrictions Schedule 10.1 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: A Form of Assignment and Assumption Exhibits F-1 – F-4: Forms Exhibit B-1 Form of U.S. Tax Compliance Certificate Committed Loan Notice Exhibit G: [Reserved] B-2 Form of Swingline Loan Notice Exhibit H-1: C-1 Form of Revolving Loan Note Exhibit H-2: C-2 Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: D Form of Collateral Information Perfection Certificate Exhibit K: E Form of Notice of Borrowing Compliance Certificate Exhibit L: F Form of Closing Certificate Exhibit G Form of Subsidiary Joinder Agreement Exhibit H-1 Form of U.S. Tax Compliance Certificate For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes Exhibit H-2 Form of U.S. Tax Compliance Certificate For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes Exhibit H-3 Form of U.S. Tax Compliance Certificate For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes Exhibit H-4 Form of U.S. Tax Compliance Certificate For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes Exhibit I Form of Master Intercompany Note Exhibit J Form of Solvency Certificate Exhibit K Form of Secured Obligation Designation Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19May 16, 20212019, is entered into by and among NERDWALLETLIBERTY TAX, INC.. (formerly known as JTH Holding, Inc.)FRANCHISE GROUP INTERMEDIATE L 2, LLC, a Delaware corporation xxxxxxxxxxxxxxxxxx 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 party hereto and other financial institutions or entities from time to time party to this Agreement (each a “Lender” andCITIZENSCIBC BANK, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”)N.A. USA, 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 (Franchise Group, Inc.)

Schedules. Schedule 1.1A1.1: Lenders and Commitments Schedule 1.1B: 2.13(k): Existing Letters of Credit Schedule 4.42.18(b): Credit Card Arrangements Schedule 2.18(c): Blocked Accounts Schedule 3.01: Governmental Approvals, Consents, Authorizations, Filings and Notices Organization Information Schedule 4.133.05: Pension Plans Financial Statement Exceptions Schedule 4.15: Subsidiaries 3.08(b)(i): Owned Real Estate Schedule 4.17: 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 3.15: Intellectual Property Schedule 4.01(b): Local Counsel Opinions Schedule 5.02(f): Reporting Requirements Schedule 5.02: Lead Borrower’s Website 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 A6.08: [Reserved] Exhibit BAffiliate Transactions Schedule 6.09: 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 Burdensome Agreements CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19October 31, 2021, is entered into by and among NERDWALLET2006 among: MICHAELS STORES, 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 severallyin such capacity, the “Lead Borrower”), a corporation organized under the several banks laws of the State of Delaware, with its principal executive offices at 0000 Xxxx Xxxxxx Xxxxx, Xxxxxx, Xxxxx 00000, for itself and other financial institutions or entities as agent for the 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 00 Xxxxx 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; DEUTSCHE BANK SECURITIES INC., as Syndication Agent; and CREDIT SUISSE, JPMORGAN CHASE BANK, N.A. and XXXXX FARGO RETAIL FINANCE, LLC, 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 1 contract

Samples: Credit Agreement (Michaels Stores Inc)

Schedules. Schedule 1.1A: 1.1(a) Commitments and Pro Rata Shares Schedule 1.1B: Existing Letters of Credit 1.1(b) Guaranty FSB Mortgages Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 6.5 Litigation Schedule 4.13: Pension Plans 6.7 ERISA Compliance Schedule 4.15: Subsidiaries 6.14(a) Material Indebtedness Schedule 4.17: 6.15 Environmental Matters Schedule 4.19(a): 6.17 Burdensome Restrictions Schedule 6.19 Subsidiaries and Minority Interests Schedule 6.24 Midstream Contracts Schedule 6.25 Existing Derivative Contracts Schedule 6.28 Material Output Acquisition Documents Schedule 6.29(a)-1 Security Agreement UCC Filing Jurisdictions Schedule 6.29(a)-2 UCC Financing Statements and Other Filings to Remain Effective Schedule 7.2(d): Existing Indebtedness 6.29(a)-3 UCC Financing Statement to be Terminated Schedule 7.3(f): Existing 6.29(b) Mortgage Filing Jurisdictions Schedule 8.1 Permitted Liens Schedule 7.8(e): Existing Investments 8.6 Transactions 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: 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 Exhibit C Form of Compliance Certificate Exhibit D Form of Security Agreement Exhibit E Form of Assignment and Acceptance Exhibit F Form of Note Exhibit G Form of Guaranty Agreement Exhibit H Form of Intercreditor Agreement AMENDED AND RESTATED CREDIT AGREEMENT THIS This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19, 2021, ) is entered into by and as of April 2, 2007, among NERDWALLETTHE EXPLORATION COMPANY OF DELAWARE, INC., a Delaware corporation (the NerdWalletCompany”); OUTPUT ACQUISITION CORP., NERDWALLET COMPAREa Texas corporation (“Merger Sub”); TXCO ENERGY CORP., a Texas corporation (“TXCOE”); TEXAS TAR SANDS, INC., a Delaware Texas corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “BorrowerTTSI”), ; each of the several banks and other financial institutions which is or entities which may from time to time party to this Agreement become a signatory hereto (each individually, a “Lender” and, and collectively, the “Lenders”); and BANK OF MONTREAL, SILICON VALLEY BANK (“SVB”)a Canadian chartered bank acting through certain of its United States branches and agencies, as the Issuing Lender and the Swingline Lenderincluding its Chicago, and SVBIllinois branch, 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 BMO CAPITAL MARKETS CORP., as arranger (in such capacity, the “Arranger”). This Agreement amends and restates in its entirety the Credit Agreement between the Company and Guaranty Bank, FSB dated June 30, 2004, as amended by a First Amendment dated effective as of March 24, 2005, a Waiver and Second Amendment dated effective as of August 23, 2005, a Third Amendment dated effective as of November 15, 2005 and a Fourth Amendment dated effective as of November 1, 2006 (the “Existing Company Credit Agreement”).

Appears in 1 contract

Samples: Credit Agreement (Exploration Co of Delaware Inc)

Schedules. Schedule 1.1A: Commitments 1.1-1 Schedule 1.1B: 1.1-2 Schedule 1.1-3 Schedule 1.1-4 Schedule 1.1-5 Schedule 2.1(b)(i) Schedule 2.1(e) Schedule 2.3(d) Schedule 2.10 Schedule 3.3 Schedule 3.12 Schedule 3.16 Schedule 3.19(a) Schedule 3.19(b) Schedule 3.19(c) Schedule 3.22 Schedule 3.25 Schedule 3.26 Schedule 3.29 Schedule 4.1(b) Schedule 4.1(j) Schedule 4.1(u) Schedule 5.10 Schedule 6.1(b) Schedule 9.6(c) Account Designation Letter Permitted Liens Consolidated EBITDA 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: Corporate Investment Policy Form of Notice of Borrowing Exhibit L: Form of Revolving Note Form of Swingline Note Form of Notice of Conversion/Continuation AMENDED AND RESTATED Extension Jurisdictions of Organization/Qualification Subsidiaries Intellectual Property Location of Real Property Location of Collateral Chief Executive Offices/Principal Place of Business Labor Matters Material Contracts Insurance Board of Directors; Capitalization Form of Secretary’s Certificate Form of Solvency Certificate Sources and Uses Form of Joinder Agreement Indebtedness Form of Assignment Agreement This CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19December 21, 20212006, is entered into by and among NERDWALLETLIONBRIDGE TECHNOLOGIES, INC., a Delaware corporation (the NerdWalletCompany” and, together with the Foreign Borrower, the “Borrowers”, and each individually a “Borrower”), NERDWALLET COMPARE, INC., those Material Domestic Subsidiaries of the Company identified as “US Guarantors” on the signature pages hereto and such other Material Domestic Subsidiaries of the Company as may from time to time become a Delaware corporation party hereto (each a NW CompareUS Guarantor” and together with NerdWallet, individually and collectively as the context requires, jointly and severallycollectively, the “BorrowerUS Guarantors”), the several banks and other financial institutions or entities as may from time to time party become parties to this Credit Agreement (the “Lenders” and each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY HSBC BANK (“SVB”)USA, NATIONAL ASSOCIATION, a national banking association, as the Issuing Lender and the Swingline a Lender, and SVB, 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”), sole lead arranger and sole book runner, and WACHOVIA BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents.

Appears in 1 contract

Samples: Credit Agreement (Lionbridge Technologies Inc /De/)

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 - Mortgaged Property 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 AMENDED AND RESTATED Security Agreement Exhibit E - Form of Opinion of Holdings' and the Purchaser's Counsel Exhibit F - Form of Opinion of Borrower's Counsel Exhibit G - Form of Solvency Certificate Exhibit H - Form of Borrowing Base Certificate Exhibit I - Form of Management Agreement CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19December 23, 20211996 among Central Tractor Farm & Country, is entered into by and among NERDWALLET, INC.Inc., a Delaware corporation (“NerdWallet”the "Borrower"), NERDWALLET COMPARE, INC.CT Holding Inc., a Delaware corporation (“NW Compare” and together with NerdWallet"Holding"), individually and collectively as JWC Acquisition I, Inc., a Delaware corporation (the context requires, jointly and severally, the “Borrower”"Purchaser"), 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) and NationsBank, N.A. ("NationsBank) as co-agent (the "Co-Agent") for the Lender Parties.

Appears in 1 contract

Samples: Credit Agreement (Central Tractor Farm & Country 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 Table of Contents (continued) 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] 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: [Reserved] Exhibit J: 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 – Collateral Information Agency Agreement Exhibit J – Form of Solvency Certificate Exhibit K: Form K – Pledge Agreement Exhibit L – Security Agreement Exhibit M – Terms of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS Subordination AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), ) dated as of February 19October 25, 2021, is entered into by and 2017 among NERDWALLETPUGET 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, collectivelyJPMORGAN CHASE BANK, the “Lenders”), SILICON VALLEY BANK (“SVB”)N.A., as the Issuing Lender and the Swingline LenderAdministrative Agent, and SVBMIZUHO BANK, LTD., as administrative agent Syndication Agent and collateral agent for the Lenders (in such capacitiesBANK OF AMERICA, together with any successors N.A., BARCLAYS BANK PLC, THE BANK OF NOVA SCOTIA, EXPORT DEVELOPMENT CANADA, U.S. BANK NATIONAL ASSOCIATION, MUFG UNION BANK, N.A. and assigns in such capacitiesXXXXX FARGO BANK, the “Administrative Agent”)NATIONAL ASSOCIATION, as Co-Documentation Agents.

Appears in 1 contract

Samples: Collateral Agency Agreement (Puget Sound Energy Inc)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit Schedule 1.1C: Permitted Holders Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings Xxxxxxx 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] 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 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 1916, 2021, is entered into by and among NERDWALLETFASTLY, 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, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to 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 (Fastly, 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 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Exhibit A: [Reserved] Exhibit B: 1.1(c) Form of Compliance Certificate L/C Request Exhibit C: 1.1(d) Form of Secretary’s/Managing Member’s Certificate Swing Loan Request 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 1.7 Form of Notice of Prepayment Exhibit 2.1(c) 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 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 US-DOCS\99983253.20 CREDIT AGREEMENT THIS AMENDED AND RESTATED This 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 as of February 19, 2021, ) is entered into as of May 8, 2018, 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 1 contract

Samples: Credit Agreement (R1 RCM Inc.)

Schedules. Schedule 1.1A: 1.01(a) Lenders; Commitments Schedule 1.1B13.03 Notice Addresses EXHIBITS: 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: A-1 Form of Notice of Borrowing Exhibit L: A-2 Form of Notice of Conversion/Continuation AMENDED AND RESTATED Exhibit B-1 Form of U.S. Borrower Revolving Note Exhibit B-2 Form of Dutch Borrower Revolving Note Exhibit B-3 Form of U.S. Borrower Swingline Note Exhibit B-4 Form of Dutch Borrower Swingline Note Exhibit C Form of Letter of Credit Request Exhibit D-1 Form of U.S. Tax Compliance Certificate Exhibit D-2 Form of U.S. Tax Compliance Certificate Exhibit D-3 Form of U.S. Tax Compliance Certificate Exhibit D-4 Form of U.S. Tax Compliance Certificate Exhibit E-1 Form of Officer’s Certificate – Company Exhibit E-2 Form of Officer’s Certificate – Credit Parties Exhibit F Form of Incremental Commitment Agreement Exhibit G-1 Form of Dutch Guaranty Exhibit G-2 Form of U.S. Guaranty Exhibit H [Reserved] Exhibit I-1 Form of Dutch Inventory Security Agreement Exhibit I-2 Form of Dutch Receivables Security Agreement Exhibit I-3 Form of Dutch General Security Agreement Exhibit I-4 Form of U.S. Security Agreement Exhibit J Form of Solvency Certificate Exhibit K Form of Compliance Certificate Exhibit L Form of Assignment and Assumption Agreement Exhibit M Form of Landlord Personal Property Collateral Access Agreement Exhibit N Form of Joinder Agreement Exhibit O Form of Borrowing Base Certificate ABL CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19June 10, 20212015, is entered into by and among NERDWALLETTesla Motors, INC.Inc., a Delaware corporation (the NerdWalletCompany), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as each other Wholly-Owned Domestic Subsidiary of the context requires, jointly and severally, Company that becomes a U.S. Borrower pursuant to the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” andterms hereof, collectively, the “LendersU.S. Borrowers”), SILICON VALLEY BANK Tesla Motors Netherlands B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the Company, having its official seat in Amsterdam, the Netherlands and registered with the trade register under number 52601196 (“SVBTesla B.V.” and, together with each other Wholly-Owned Dutch Subsidiary of Tesla B.V. that becomes a Borrower pursuant to the terms hereof, collectively, the “Dutch Borrowers”, and the Dutch Borrowers, together with the U.S. Borrowers, collectively, the “Borrowers”), the Lenders party hereto from time to time, Deutsche Bank AG New York Branch, as the Issuing Lender Administrative Agent and the Swingline LenderCollateral Agent, JPMorgan Chase Bank, N.A., Xxxxxxx Xxxxx Bank USA, Xxxxxx Xxxxxxx Senior Funding Inc. and Bank of America, N.A., as Syndication Agents, and SVBXxxxx Fargo Bank, National Association, as administrative agent Documentation Agent. All capitalized terms used herein and collateral agent for the Lenders (defined in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)Section 1.01 are used herein as therein defined.

Appears in 1 contract

Samples: Security Agreement (Tesla Motors Inc)

Schedules. Schedule 1.1A: Commitments I-Commitments; Applicable Lending Offices Schedule 1.1B: Existing Letters of Credit II-Real Estate Documents Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices III-Disclosed Liens Schedule 4.13: Pension Plans IV-Disclosed Contractual Obligations Schedule 4.15: Subsidiaries V-RDU Facility Site Schedule 4.17: Environmental VI- Stonebriar Property Schedule VII-BNSF Sublease Property Schedule VIII-Target Debt Balance Amount Schedule IX-Lease Agreement Property Schedule X-Stonebriar Escrowed Property Schedule 1.01(a)-Mortgaged Properties Schedule 1.01(b)-Material Contracts Schedule 5.01(b)-Equity Interests Schedule 5.01(e)-Governmental Authorizations Schedule 5.01(i)-Adverse Proceedings Schedule 5.01(k)-Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 5.01(l)-Labor Schedule 7.2(d): Existing Indebtedness 5.01(cc)-Transaction with Affiliates Schedule 7.3(f): Existing Liens 6.02(b)-Permitted Debt Schedule 7.8(e): Existing 6.02(f)-Existing Investments Schedule 6.02(j)-Contractual Obligations Schedule 6.02(o)-Existing Affiliate Transactions Schedule 9.01(a)-Notices EXHIBITS Exhibit A: [Reserved] -Form of Assignment and Assumption Exhibit B: -Form of Compliance Certificate Note Exhibit C: -Form of Secretary’s/Managing Member’s Certificate Funding Notice Exhibit D: -Form of Solvency Certificate Exhibit E: -Form of Assignment and Assumption Exhibits F-1 – F-4: Forms Compliance Certificate Exhibit F-Form of Conversion/Continuation Notice Exhibit G-1-Form 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 G-4-Form of U.S. Tax Compliance Certificate Exhibit H-Form of Prepayment Notice 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 Operating Report ​ ​ ​ ​ ​ ​ (iv) ​ ​ ​ CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT AGREEMENT, dated as of April 19, 2023 (this “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLETMONTANA RENEWABLES, 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 MONTANA RENEWABLE HOLDINGS LLC, a Delaware limited liability company (each a Lender” and, collectively, the “LendersHoldings”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline LenderTHE LENDERS FROM TIME TO TIME PARTY HERETO, and SVBDELAWARE TRUST COMPANY, as administrative agent and collateral agent for the Lenders (in such capacitiescapacity, together with any successors and assigns successor Administrative Agent appointed pursuant to Article VIII in such capacitiescapacity, the “Administrative Agent”).

Appears in 1 contract

Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)

Schedules. Schedule 1.1A: 1.01(a) Certain Addresses for Notices Schedule 1.01(b) Initial Commitments and Applicable Percentages Schedule 1.1B: 1.01(c) Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 1.01(d) L/C Commitments Schedule 4.13: Pension Plans Schedule 4.15: 1.01(e) Unrestricted Subsidiaries Schedule 4.17: Environmental 1.01(f) Litigation Schedule 5.10 Insurance Schedule 5.12 ERISA Schedule 5.18 Subsidiaries Schedule 5.19(b) Intellectual Property Schedule 5.19(c) Owned and Leased Property Schedule 5.22 Labor Matters Schedule 4.19(a): Financing Statements and Other Filings 5.23 Material Contracts Schedule 7.2(d): 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’sIncremental Term Loan Lender Joinder Agreement Exhibit D Form of Incremental Term Note Exhibit E Form of Joinder Agreement Exhibit F Form of Letter of Credit Report Exhibit G Form of Loan Notice Exhibit H Form of Notice of Additional L/Managing Member’s Certificate C Issuer Exhibit D: I Form of Notice of Loan Prepayment Exhibit J Form of Revolving Note Exhibit K Form of Secured Party Designation Notice Exhibit L Form of Solvency Certificate Exhibit E: M Form of Assignment and Assumption Exhibits F-1 – F-4: Swingline Loan Notice Exhibit N Form of Term Note Exhibit O Forms of U.S. Tax Compliance Certificate Certificates Exhibit G: [Reserved] Exhibit H-1: P 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 Successor Agency Agreement FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19, 2021, is entered into by and as of June 17, 2016, among NERDWALLETAEROJET ROCKETDYNE 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 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 capacitiesBANK OF AMERICA, the “N.A., as Administrative Agent, Swingline Lender and an L/C Issuer (each such term, defined herein).

Appears in 1 contract

Samples: Credit Agreement (Aerojet Rocketdyne Holdings, Inc.)

Schedules. Schedule 1.1A: Commitments 1 -- Notice Addresses of Granting Parties Schedule 1.1B: Existing Letters of Credit 2 -- Pledged Securities Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental 3 -- Perfection Matters Schedule 4.19(a): 4A -- Financing Statements Schedule 4B -- Jurisdiction of Organization Schedule 5 -- Intellectual Property Schedule 6 -- Commercial Tort Claims Schedule 7 -- Letter-of-Credit Rights Schedule 8 -- Mortgage Property ANNEXES Annex 1 -- Acknowledgement 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: Consent of Issuers who are not Granting Parties Annex 2 -- Assumption Agreement Annex 3 -- Supplemental Agreement Annex 4 -- Joinder and Release Annex 5 -- 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 Mortgage TERM LOAN GUARANTEE AND RESTATED CREDIT COLLATERAL AGREEMENT THIS AMENDED TERM LOAN GUARANTEE AND RESTATED CREDIT AGREEMENT (this “Agreement”)COLLATERAL AGREEMENT, dated as of February 19July 25, 20212022, is entered into made by and among NERDWALLETCORNERSTONE BUILDING BRANDS, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as further defined in the context requires, jointly and severallyCredit Agreement, the “Borrower”), CAMELOT RETURN INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (as further defined in the several Credit Agreement, “Holdings”), and certain Domestic Subsidiaries of the Borrower from time to time party hereto, in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”); individually, SILICON VALLEY BANK (a SVBLender), as ) from time to time parties to 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”)Credit Agreement described below.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Cornerstone Building Brands, Inc.)

Schedules. Schedule 1.1A: 1.01(a) Commitments Schedule 1.1B: Existing Letters of Credit 8.10 Tax Returns and Payments Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 8.12 Subsidiaries Schedule 4.17: Environmental 8.15 Real Property Schedule 8.18 Security Documents, Perfection Matters Schedule 4.19(a): Financing Statements 8.23 Collective Bargaining Agreements Schedule 8.24 Insurance Schedule 8.26 Deposit Accounts and Other Filings Securities Accounts Schedule 7.2(d): Existing 10.01 Indebtedness Schedule 7.3(f): Existing 10.02 Liens Schedule 7.8(e): Existing 10.04 Dispositions Schedule 10.05 Investments Schedule 10.09 Affiliate Transactions Schedule 13.02 Addresses for Notices EXHIBITS Exhibit A: [Reserved] A-1 Form of Assignment and Acceptance Exhibit B: C-1 Form of Compliance Certificate Exhibit C: L-1 Form of Secretary’s/Managing Member’s Certificate Letter of Credit Request 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: N-1 Form of Notice of Borrowing Exhibit L: N-2 Form of Notice of Conversion/Conversion or Continuation AMENDED AND RESTATED Exhibit P-1 Form of Permitted Acquisition Certificate Exhibit R-1 Form of Revolving Credit Loan Note Exhibit T-1 Form of Term Loan Note CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19March 24, 20212020, is entered into by and among NERDWALLET(i) INSTRUCTURE INTERMEDIATE HOLDINGS III, LLC (“Holdings”), as Holdings, (ii) INSTRUCTURE HOLDINGS, LLC, a Delaware limited liability company (the “Parent Borrower”), as the Parent Borrower, (iii) PIV MERGER SUB, INC., a Delaware corporation (“NerdWalletMerger Sub”) immediately prior to the consummation of the Merger (as defined below), as the Initial Subsidiary Borrower (in such capacity, the “Initial Subsidiary Borrower”), NERDWALLET COMPARE(iv) INSTRUCTURE, INC., a Delaware corporation (“NW Compare” Target”), upon and together with NerdWalletafter the consummation of the Merger, individually and collectively as the context requires, jointly and severallySuccessor Subsidiary Borrower (in such capacity, the “Successor Subsidiary Borrower”), (v) Subsidiaries of the several banks and other financial institutions Parent Borrower signatory hereto as guarantors or entities hereafter designated as Guarantors pursuant to Section 9.10, (vi) the lenders from time to time party to this Agreement hereto (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (vii) XXXXX CAPITAL MARKETS LLC (“SVBXxxxx”), 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 permitted assigns in such capacitiescapacity, the “Administrative Agent”) and (viii) Xxxxx, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent, collectively, the “Agents” and each an “Agent”). Xxxxx and Owl Rock Capital Advisors LLC (“ORCA”) will serve as joint lead arrangers and bookrunners for the credit facility described in this Agreement (in such capacity as lead arrangers, the “Lead Arrangers”).

Appears in 1 contract

Samples: Credit Agreement (Instructure Holdings, Inc.)

Schedules. Schedule 1.1A: 1.1(a) Commitments of Lenders Schedule 1.1B: Existing Letters of Credit 1.1(b) Mortgaged Properties Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 1.1(c) Excluded Subsidiaries Schedule 4.17: 8.4 Litigation Schedule 8.12 Subsidiaries Schedule 8.14 Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 8.15 Property Matters 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 10.5 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 Credit Party Closing Certificate Exhibit E Form of Assignment and Acceptance Exhibit F-1 Form of Promissory Note (Revolving Credit Loans) Exhibit F-2 Form of Promissory Note (Term Loans) Exhibit G-1 Form of Non-U.S. Lender Certificate (Non-U.S. Non-Partnership Lenders) Exhibit G-2 Form of Non-U.S. Participant Certificate (Non-U.S. Non-Partnership Participants) Exhibit G-3 Form of Non-U.S. Participant Certificate (Non-U.S. Partnership Participants) Exhibit G-4 Form of Non-U.S. Lender Certificate (Non-U.S. Partnership Lenders) CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19March 26, 20212024, is entered into by and among NERDWALLETVISTRA ZERO OPERATING COMPANY, 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 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 BANK (“SVB”)the Revolving Letter of Credit Issuers from time to time party hereto, and CITIBANK, N.A., as the Issuing Lender Administrative Agent 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 Collateral Agent”).

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Schedules. Schedule 1.1A: Commitments P-1 – Certain Permitted Investments Schedule 1.1B: 1.1A – Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 2.1 – Commitments Schedule 3.6 – Disclosed Matters Schedule 3.10(b) – Canadian Benefit Plans and Notices Schedule 4.13: Pension Plans Schedule 4.15: 3.12 – Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): 6.1 – Existing Indebtedness Schedule 7.3(f): 6.2 – Existing Liens Schedule 7.8(e): 6.6 – 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 Exhibit B-1 F-4: Form of Opinion of Loan Parties’ Counsel (US) Exhibit B-2 – Form of Opinion of Loan Parties’ Counsel (Canada) Exhibit B-3 – Form of Opinion of Loan Parties’ Counsel (Netherlands) Exhibit C – Form of Subsidiary Guarantee Agreement Exhibit D – Form of Borrower Joinder Agreement Exhibit E – Form of Borrower Termination Agreement Exhibit F – Form of Borrowing Request Exhibit G – Form of Instrument of Adherence Exhibit H – Forms of U.S. US 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 Certificates AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), ) dated as of February 19May 9, 20212013, is entered into by and among NERDWALLETIDEXX LABORATORIES, INC., a Delaware corporation (the NerdWalletAdministrative Borrower”), NERDWALLET COMPAREIDEXX DISTRIBUTION, INC., a Massachusetts corporation, IDEXX OPERATIONS, INC., a Delaware corporation corporation, IDEXX REFERENCE LABORATORIES, INC., a Delaware corporation, OPTI MEDICAL SYSTEMS, INC., a Delaware corporation, IDEXX LABORATORIES CANADA CORPORATION, a company formed under the laws of Canada, and IDEXX EUROPE B.V., a private limited liability company formed under the laws of the Netherlands (“NW Compare” collectively with the Administrative Borrower and together with NerdWallet, individually and collectively all other Persons who hereafter may be designated as the context requires, jointly and severallya Borrower pursuant to Section 2.21, the “BorrowerBorrowers”), the several banks and other financial institutions or entities from time to time LENDERS 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, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Toronto Agent, and SVBX.X. XXXXXX EUROPE LIMITED, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative London Agent”).

Appears in 1 contract

Samples: Credit Agreement (Idexx Laboratories Inc /De)

Schedules. Schedule 1.1A: 1.01 Lenders and Commitments Schedule 1.1B: 1.01(a) Borrowers Schedule 1.01(b) Concentrated Customers Schedule 1.02 Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 1.03 Preferred Stockholders Schedule 4.13: Pension Plans 1.04 Facilities Schedule 4.15: Subsidiaries 1.05 Mortgage Property Support Documentation Schedule 4.17: Environmental Matters 3.20 Material Contracts Schedule 4.19(a): Financing Statements and Other Filings 5.18 Post-Closing Deliverables Schedule 7.2(d): Existing 6.03 Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): 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 Floor Plan Loan Note Exhibit D: D Form of Solvency Certificate Lender Addendum Exhibit E: E Form of Assignment and Assumption Exhibits F-1 – F-4: Forms Revolving Credit Note Exhibit F Form of Swingline Note Exhibit G Form of Term Loan Note Exhibit H Form of Loan Request Exhibit IA Form of Notice of Election (Term Loans) Exhibit IB Form of Notice of Election (Revolving Credit Loans) Exhibit IC Form of Notice of Election (Floor Plan Loans) Exhibit J-1 Form of Certificate pursuant to §881(c) Exhibit J-2 Form of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: J-3 Form of Revolving U.S. Tax Compliance Certificate Exhibit J-4 Form of U.S. Tax Compliance Certificate Exhibit K Form of Joinder Agreement and Counterpart Exhibit M Form of Mortgage Loan Note Exhibit H-2: N Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Borrowing Base 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”), is dated to be effective as of February 19July 14, 2021, is entered into by and among NERDWALLET, INCbetween LDRV HOLDINGS CORP., a Delaware corporation (“NerdWalletLDRV”), NERDWALLET COMPARELAZYDAYS RV AMERICA, INC.LLC, LAZYDAYS RV DISCOUNT, LLC, and LAZYDAYS MILE HI RV, LLC, each a Delaware corporation limited liability company (“NW Compare” and together with NerdWalletLDRV and each Subsidiary of LDRV identified on the signature pages hereto as a “Borrower”, individually and collectively as the context requireseach a “Borrower” and, jointly and severallycollectively, the “BorrowerBorrowers”), the several banks and other financial institutions or entities each lender from time to time that is a party to this Agreement hereto (each a “Lender” and, and collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”)and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as the Issuing Administrative Agent, Swingline Lender and Issuing Bank. RECITALS: The Borrowers, certain of the Swingline Lender, Lenders (the “Existing Lenders”) and SVBManufacturers and Traders Trust Company, as administrative agent agent, are parties to that certain Credit Agreement, dated as of March 15, 2018, (as amended, modified or supplemented from time to time through the date hereof, the “Credit Agreement”). The Borrowers have requested that the Existing Lenders and collateral agent for the Administrative Agent amend and restate the Existing Credit Agreement and the Lenders (a) establish (i) a floor plan line of credit facility in such capacitiesan aggregate amount of up to $327,000,000, together with any successors (ii) a mortgage loan facility in an aggregate amount of up to $5,829,199.96 and assigns (iii) a revolving credit facility in such capacitiesan aggregate amount of up to $25,000,000 in favor of, and (b) make term loans in an aggregate principal amount equal to $11,299,999.88 on the Closing Date to, the applicable Borrowers, in each case on the terms and conditions of this Agreement. Subject to the terms and conditions of this Agreement, the Existing Lenders and the Administrative Agent”)Agent are willing to amend and restate the Existing Credit Agreement, and the Lenders, to the extent of their respective Commitments as defined herein, are willing severally to establish the requested floor plan line of credit facility, mortgage loan facility, and revolving credit facility, in favor of, and severally to make certain term loans to, the applicable Borrowers, in each case on the terms and conditions of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Lazydays Holdings, Inc.)

Schedules. Schedule 1.1A: 1.01(a) Certain Addresses for Notices Schedule 1.01(b) Initial Commitments and Applicable Percentages Schedule 1.1B: 1.01(c) Existing Letters of Credit Schedule 4.4: Governmental Approvals, 5.02 Consents, AuthorizationsWaivers, Filings and Notices Approvals; Violation of Agreements Schedule 4.13: Pension 5.06 Judgments, Actions, Proceedings Schedule 5.07 Defaults; Compliance with Laws, Regulations, Agreements Schedule 5.08 Burdensome Documents Schedule 5.16 Employee Benefit 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 Administrative Questionnaire Exhibit B: B Form of Assignment and Assumption Exhibit C Form of Compliance Certificate Exhibit C: D-1 Form of Secretary’s/Managing MemberLoan Notice Exhibit D-2 Form of Swingline Loan Notice Exhibit E-1 Form of Bid Loan Quote Request Exhibit E-2 Form of Bid Loan Quote Exhibit F-1 Form of Revolving Note Exhibit F-2 Form of Bid Loan Note Exhibit F-3 Form of Swingline Note Exhibit F-4 Form of U.S. Term Note Exhibit F-5 Form of Canadian Term Note Exhibit G Form of Officer’s Certificate Exhibit D: H-1 Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit G: [Reserved] Exhibit H-1: H-2 Form of Revolving Loan Note U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit H-2: H-3 Form of Swingline Loan Note U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit I: [Reserved] Exhibit J: H-4 Form of Collateral Information U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit K: I Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED Funding Indemnity Letter CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (this “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLETas of July 19, 2018, among: WELLTOWER 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 ; Each Lender from time to time party to this Agreement hereto (each individually, a “Lender” and, and collectively, the “Lenders”); and KEYBANK NATIONAL ASSOCIATION, SILICON VALLEY BANK (“SVB”)a national banking association, 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 (Welltower Inc.)

Schedules. Schedule 1.1A: Commitments 1.1(a) - Applicable Margin and Applicable Commitment Fee Percentage Schedule 1.1B: 1.1(b) - Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 1.2 - Revolving Commitments Schedule 4.13: Pension Plans Schedule 4.15: 5.14 - 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): 8.1 - Existing Liens Schedule 7.8(e): 8.3 - Existing Investments EXHIBITS Schedule 8.7 - Restrictive Agreements Schedule 8.12 - Existing Indebtedness Exhibits Exhibit A: [Reserved] A - Revolving Credit Note Exhibit B: Form of Compliance Certificate B - Swingline Note 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 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] Exhibit H-1: D - Form of Revolving Loan Note Subsidiary Guaranty Agreement Exhibit H-2: E - Form of Swingline Loan Note Franchisee Facility Guaranty Agreement Exhibit I: [Reserved] Exhibit J: F - Form of Collateral Information Certificate Franchisee Loan Agreement Exhibit K: G - Form of Servicing Report Exhibit 2.3 - Notice of Revolving Borrowing Exhibit L: 2.6 - Notice of Swingline Borrowing Exhibit 2.8 - Form of Notice Continuation/Conversion Exhibit 4.1(b)(iv) - Form of Conversion/Continuation AMENDED AND RESTATED Secretary's Certificate of Ruby Tuesday, Inc. Exhibit 4.1(b)(vii) - Form of Officer's Certificate CHAR1\1185130v10 CREDIT AGREEMENT THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”), dated ) is made and entered into as of February 19December 1, 20212010, is entered into by and among NERDWALLETRUBY TUESDAY, INC., a Delaware Georgia 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 hereto (each a “Lender” and, collectively, the “Lenders”)) and BANK OF AMERICA, SILICON VALLEY BANK (“SVB”)N.A., in its capacity 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”), as Servicer (the “Servicer”), as Issuing Bank (the “Issuing Bank”), and as Swingline Lender (the “Swingline Lender”).

Appears in 1 contract

Samples: Revolving Credit Agreement (Ruby Tuesday Inc)

Schedules. Schedule 1.1A: Commitments I - Guarantors Schedule 1.1B: 1.01 - Existing Letters of Credit Schedule 4.4: Governmental 2.01 - Commitments and Pro Rata Shares Schedule 2.01A - Letter of Credit Commitments Schedule 4.01(b) - Subsidiaries Schedule 4.01(d) - Authorizations, Approvals, ConsentsActions, Authorizations, Notices and Filings Schedule 4.01(f) - Disclosed Litigation Schedule 4.01(p) - ERISA Plans and Notices Schedule 4.13: Pension Multiemployer Plans Schedule 4.15: Subsidiaries 4.01(q) - Environmental Disclosure Schedule 4.17: Environmental Matters 4.01(r) - Open Years Schedule 4.19(a): Financing Statements 4.01(t) - Owned Real Property Schedule 4.01(u) - Leased Real Property Schedule 4.01(v) - Intellectual Property Schedule 4.01(aa) - Labor and Other Filings Collective Bargaining Agreements Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing 5.02(a) - Liens Schedule 7.8(e): Existing 5.02(b) - Debt Schedule 5.02(f) - Investments 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 Assignment and Assumption Exhibit D - Form of Guaranty Supplement Exhibit E - Form of Solvency Certificate Exhibit F Form of Notice of Conversion/Continuation AMENDED AND RESTATED Loan Prepayment Exhibit G Form of Secured Party Designation Notice Exhibit H Form of Letter of Credit Report CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19September 5, 20212018, is entered into by and among NERDWALLETCRACKER BARREL OLD COUNTRY STORE, INC., a Delaware Tennessee 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 Guarantors (as hereinafter defined), the lenders who are or entities from time to time may become a party to this Agreement pursuant to the terms hereof (each a “Lender” and, collectivelycollectively with the lenders party hereto, the “Lenders”), SILICON VALLEY and BANK (“SVB”)OF AMERICA, N.A., as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, in such capacity, the Issuing Lender “Collateral Agent”) for the Secured Parties (as 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 successor administrative agent appointed pursuant to Article VII, in such capacitiescapacity, the “Administrative Agent” and, together with the Collateral Agent, the “Agents) for the Lender Parties (as hereinafter defined).

Appears in 1 contract

Samples: Credit Agreement (Cracker Barrel Old Country Store, Inc)

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 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: 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 4.9: Intellectual Property Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 4.27: Capitalization Schedule 5.3: Post-Closing Conditions Subsequent Schedule 7.2(d): Existing Indebtedness Schedule 7.2(m): Factoring Arrangements Schedule 7.3(f): Existing Liens Schedule 7.8(e7.11: Transactions with Affiliates Schedule 7.16(f): Existing Investments Negative Pledge Clauses Schedule 7.17(vii): Existing Clauses Restricting Subsidiary Distributions 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 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 19December 21, 20212017, is entered into by and among NERDWALLETRIBBON COMMUNICATIONS INC., a Delaware corporation (“Holdings”), SONUS NETWORKS, 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 (Ribbon Communications Inc.)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: 1.1A Existing Letters of Credit Schedule 4.4: Governmental Approvals, 1.1B Cash Collateralized Letters of Credit Schedule 1.1C Investments Schedule 1.1D Existing Liens Schedule 2.1(a) Lenders Schedule 6.4 Required Consents, Authorizations, Notices and Filings and Notices Schedule 4.13: Pension Plans 6.10 Taxes Schedule 4.15: Subsidiaries 6.13A Corporate Structure Schedule 4.17: Environmental 6.13B Subsidiaries/Ownership Schedule 6.17 Intellectual Property Schedule 6.19(a) Real Properties Schedule 6.19(b) Collateral Locations Schedule 6.19(c) Chief Executive Offices/Principal Places of Business Schedule 6.24 Labor Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing 8.1 Indebtedness Schedule 7.3(f): Existing Liens 8.9 Affiliate Transactions Schedule 7.8(e): Existing Investments 11.1 Notices EXHIBITS Exhibit A: [Reserved] Exhibit B: 1.1 Form of Compliance Certificate Bank Product Provider Notice 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: 2.1(b)(i) Form of Notice of Borrowing Exhibit L: 2.1(e) Form of Revolving Note Exhibit 2.3(d) Form of Swingline Note Exhibit 2.4(f) Form of Tranche B Note Exhibit 3.2 Form of Notice of ConversionExtension/Continuation AMENDED AND RESTATED Conversion Exhibit 7.1(c) Form of Officer’s Compliance Certificate Exhibit 7.12 Form of Joinder Agreement Exhibit 11.3(b) Form of Assignment and Assumption CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT AGREEMENT, dated as of April 5, 2012 (this as amended, modified, restated or, supplemented or otherwise modified from time to time, the Credit Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLETAMN HEALTHCARE, INC., a Nevada corporation (the “Borrower”), AMN HEALTHCARE SERVICES, 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 “BorrowerParent”), the several banks and other financial institutions or entities from time to time party to this Agreement Subsidiary Guarantors (each a “Lender” and, collectivelyas defined herein), the “Lenders”), SILICON VALLEY BANK Lenders (“SVB”)as defined herein) 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”).

Appears in 1 contract

Samples: Credit Agreement (Amn Healthcare Services Inc)

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 1.1(a) Lenders, Commitments and Percentages SCHEDULE 1.1(b) Pricing Schedule 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings SCHEDULE 9.6 Litigation and Contingent Liabilities SCHEDULE 9.8 Subsidiaries SCHEDULE 10.7(f) Debt to be Repaid SCHEDULE 10.8 Liens SCHEDULE 10.11 Investments SCHEDULE 14.2 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 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 Notice of Conversion/Continuation AMENDED AND RESTATED EXHIBIT D Form of Guaranty EXHIBIT E Form of Pledge Agreement EXHIBIT F Form of Compliance Certificate EXHIBIT G Form of Opinion of Blackwell Sanders Peper Martin LLP, counsel xx xhx Xxxxxnx xxx xxx Xxarantors EXHIBIT H Form of Assignment Agreement EXHIBIT I Form of Collateral Partnership Assignment EXHIBIT J Form of Membership Interest Pledge Agreement CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (this “Agreement”), dated as of February 19July 16, 2021, 2001 (this "Agreement") is entered into by and among NERDWALLET, INC.AMERICAN ITALIAN PASTA COMPANY, a Delaware corporation (“NerdWallet”the "Company"), NERDWALLET COMPARE, INC., a Delaware corporation various financial institutions (“NW Compare” and together with NerdWallettheir respective successors and assigns, collectively the "Lenders" and 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") and BANK OF AMERICA, collectively, the “Lenders”), SILICON VALLEY BANK N.A. (“SVB”"Bank of America"), as the Issuing Lender letter of credit issuer and the Swingline Lender, 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”)Lenders.

Appears in 1 contract

Samples: Credit Agreement (American Italian Pasta Co)

Schedules. Schedule 1.1A: 1.01 Existing Revolving Credit Loans and Existing Term Loans Schedule 2.01 Commitments and Applicable Percentages Schedule 1.1B: Existing Letters of Credit 5.06 Litigation Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 5.09 Environmental Compliance Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental 5.11 ERISA Matters Schedule 4.19(a): Financing Statements 5.12 Subsidiaries and Other Filings Equity Investments; Loan Parties Schedule 7.2(d): 7.01 Existing Liens Schedule 7.02 Existing Indebtedness Schedule 7.3(f): Existing Liens 7.09 Burdensome Agreements Schedule 7.8(e): Existing Investments 10.02 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Exhibit A: [Reserved] A Form of Loan Notice Exhibit B: B Form of Swing Line Loan Notice Exhibit C Form of Revolving Credit Note Exhibit D Form of Term Note Exhibit E Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: F Form of Assignment and Assumption Exhibits F-1 – F-4: Forms Exhibit G Form of U.S. Tax Compliance Certificate Certificates Exhibit G: [Reserved] Exhibit H-1: H 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 Funding Indemnity Letter FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19, 2021, ) is entered into by and as of June 21, 2013, among NERDWALLET, TIDEWATER INC., a Delaware corporation (the NerdWalletCompany”), NERDWALLET COMPAREand its Domestic Subsidiaries (as hereinafter defined) (together with the Company, INC.collectively, the “Borrowers” and each individually, 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 (“SVB”)OF AMERICA, N.A., as the Issuing Administrative Agent, Swing Line Lender and the Swingline LenderL/C Issuer, XXXXX FARGO BANK, N.A., as Syndication Agent, and SVBJPMORGAN CHASE BANK, N.A., DNB BANK ASA, NEW YORK BRANCH, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., BBVA COMPASS, SOVEREIGN BANK, N.A., REGIONS BANK, and U.S. 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 (Tidewater Inc)

Schedules. Schedule 1.1A: Commitments 1 Commitment Amounts 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: 1.1(A) Non-Significant Subsidiaries Schedule 4.17: Environmental Matters 10.7 Litigation Schedule 4.19(a): Financing Statements and Other Filings 10.13(a) Domestic Subsidiaries Schedule 7.2(d): 10.13(b) Foreign Subsidiaries Schedule 13.2 Existing Indebtedness Schedule 7.3(f): 13.3 Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS 13.4 Contingent Obligations Schedule 13.6 Permitted Asset Sales Schedule 13.7 Investments, Loans and Advances Schedule 13.10 Transactions with Affiliates EXHIBITS: Exhibit A: [Reserved] Exhibit B: A-1 Form of Compliance Company Pledge Agreement Exhibit A-2 Form of HoldCo Guarantee Exhibit A-3 Form of HoldCo Pledge Agreement Exhibit A-4 Form of Subsidiary Guarantee Exhibit A-5 Form of Subsidiary Pledge Agreement Exhibit B-1 Form of HoldCo Closing Certificate Exhibit C: B-2 Form of Secretary’s/Managing Member’s Company Closing Certificate Exhibit D: B-3 Form of Solvency Subsidiary Guarantor Closing Certificate Exhibit E: C Form of L/C Participation Certificate Exhibit D Form of Swing Line Loan Participation Certificate Exhibit E Form of Assignment and Assumption Exhibits F-1 – F-4: Forms Exhibit F Form of U.S. Tax Compliance Exemption Certificate Exhibit G: [Reserved] Exhibit H-1: G Form of Revolving Loan Company Subordinated Note Exhibit H-2: H Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Incremental Facility Activation 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 19August 17, 20212004, is entered into by and among NERDWALLETCITADEL BROADCASTING COMPANY, INC.a Nevada corporation (the “Company”), CITADEL BROADCASTING 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 “BorrowerHoldCo”), 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 (“SVB”), as the Issuing Lender and the Swingline Lender, and SVBJPMORGAN CHASE BANK, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A., and collateral agent WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agents for the Lenders (in such capacities, together with any successors the “Syndication Agents”), and assigns SUNTRUST BANK and XXXXXX XXXXXXX FINANCING, INC. (d/b/a XXXXXX XXXXXXX), as documentation agents for the Lenders (in such capacities, the “Administrative AgentDocumentation Agents”).

Appears in 1 contract

Samples: Credit Agreement (Citadel Broadcasting Corp)

Schedules. Schedule 1.1A: 1.1(a) Commitments and Pro Rata Shares Schedule 1.1B: Existing Letters of Credit 6.5 Litigation Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 6.7 ERISA Compliance Schedule 4.13: Pension Plans 6.14(a) Material Indebtedness Schedule 4.15: Subsidiaries Schedule 4.17: 6.15 Environmental Matters Schedule 4.19(a): 6.17 Burdensome Restrictions Schedule 6.19 Subsidiaries and Minority Interests Schedule 6.24 Midstream Contracts Schedule 6.25 Existing Derivative Contracts Schedule 6.28 Material Output Acquisition Documents Schedule 6.29(a)-1 Security Agreement UCC Filing Jurisdictions Schedule 6.29(a)-2 UCC Financing Statements and Other Filings Statement to be Terminated Schedule 7.2(d): Existing Indebtedness 6.29(b) Mortgage Filing Jurisdictions Schedule 7.3(f): Existing 8.1 Permitted Liens Schedule 7.8(e): Existing Investments 8.6 Transactions 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: 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 CREDIT Exhibit C Form of Compliance Certificate Exhibit D Form of Security Agreement Exhibit E Form of Assignment and Acceptance Exhibit F Form of Note Exhibit G Form of Guaranty Agreement Exhibit H Form of Intercreditor Agreement TERM LOAN AGREEMENT THIS AMENDED AND RESTATED CREDIT This TERM LOAN AGREEMENT (this “Agreement”), dated as of February 19, 2021, ) is entered into by and as of April 2, 2007, among NERDWALLETTHE EXPLORATION COMPANY OF DELAWARE, INC., a Delaware corporation (the NerdWalletCompany”); OUTPUT ACQUISITION CORP., NERDWALLET COMPAREa Texas corporation (“Merger Sub”); TXCO ENERGY CORP., a Texas corporation (“TXCOE”); TEXAS TAR SANDS INC., a Delaware Texas corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “BorrowerTTSI”), ; each of the several banks and other financial institutions which is or entities which may from time to time party to this Agreement become a signatory hereto (each individually, a “Lender” and, and collectively, the “Lenders”); and BANK OF MONTREAL, SILICON VALLEY BANK (“SVB”)a Canadian chartered bank acting through certain of its United States branches and agencies, as the Issuing Lender and the Swingline Lenderincluding its Chicago, and SVBIllinois branch, 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 BMO CAPITAL MARKETS CORP., as arranger (in such capacity, the “Arranger”).

Appears in 1 contract

Samples: Term Loan Agreement (Exploration Co of Delaware Inc)

Schedules. Schedule 1.1A: 1.1(a) Commitments and Pro Rata Shares Schedule 1.1B: Existing Letters of Credit 6.5 Litigation Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 6.12 Gas Imbalances Schedule 4.13: Pension Plans 6.14(a) Material Indebtedness Schedule 4.15: Subsidiaries Schedule 4.17: 6.15 Environmental Matters Schedule 4.19(a): 6.17 Burdensome Restrictions Schedule 6.19 Subsidiaries and Minority Interests Schedule 6.24 Downstream Contracts Schedule 6.25 Existing Derivative Contracts Schedule 6.29 Material Specified Acquisition Documents Schedule 6.30(a)-1 Security Agreement UCC Filing Jurisdictions Schedule 6.30(a)-2 UCC Financing Statements and Other Filings to Remain on File Schedule 7.2(d): Existing Indebtedness 6.30(b) Mortgage Filing Jurisdictions Schedule 7.3(f): Existing 8.1 Permitted Liens Schedule 7.8(e): Existing Investments 8.9 Transactions with Affiliates EXHIBITS Exhibit A: [Reserved] A Form of Collateral Trust Agreement Exhibit B: B Form of Compliance Certificate Exhibit C: C Form of Secretary’s/Managing Member’s Certificate Guaranty Agreement Exhibit D: D Form of Solvency Certificate Intercreditor Agreement Exhibit E: 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 CREDIT Exhibit H Form of Security Agreement Exhibit I Form of Exemption Certificate Exhibit J Form of Assignment and Acceptance Exhibit K Supplement to Schedules to Security Agreement TERM LOAN AGREEMENT THIS AMENDED AND RESTATED CREDIT This TERM LOAN AGREEMENT is entered into as of May 7, 2007 (this “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLETVENOCO, 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”); each of the Subsidiaries party hereto, as Guarantors; each of the several banks and other financial institutions which is or entities which may from time to time become a party to this Agreement (each including pursuant to an Assignment and Acceptance or a Joinder Agreement) (individually, a “Lender” and, and collectively, the “Lenders”); CREDIT SUISSE, 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 any its successors and assigns in such capacitiescapacity, the “Administrative Agent”); UBS SECURITIES LLC, as syndication agent (in such capacity, the “Syndication Agent”), CREDIT SUISSE SECURITIES (USA) LLC, and UBS SECURITIES LLC, as joint lead arrangers (in such capacities, the “Arrangers”), XXXXXX COMMERCIAL PAPER INC. and BANK OF MONTREAL, as co-documentation agents (in such capacities, “Co-Documentation Agents”) and XXXXXX BROTHERS INC. and BMO CAPITAL MARKETS CORP., as co-arrangers (in such capacity, the “Co-Arrangers”). RECITALS

Appears in 1 contract

Samples: Term Loan Agreement (Venoco, Inc.)

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)

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)

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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: 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 Schedule 4.15: Subsidiaries Schedule 4.17: Environmental 3.05 — Disclosed Matters Schedule 4.19(a): Financing Statements 6.06 — Existing Restrictions EXHIBITS: Exhibit A — Form of Assignment and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments EXHIBITS Assumption Exhibit A: [Reserved] B — Form of Borrowing Request Exhibit B: C — Form of Interest Election Request Exhibit D-1 — Form of Opinion of Xxxxxxxxxxx X. Xxxx, in-house counsel for Borrower and EPD Exhibit D-2 — Form of Opinion of Xxxxx Xxxxx LLP, Borrower’s and EPD’s Counsel Exhibit E — 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: F-2 — Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: G-1 — Form of Collateral Information U.S. Tax Compliance Certificate (Foreign Lenders; Not Partnerships) Exhibit K: G-2 — Form of Notice of Borrowing U.S. Tax Compliance Certificate (Foreign Participants; Not Partnerships) Exhibit L: G-3 — Form of Notice U.S. Tax Compliance Certificate (Foreign Participants; Partnerships) Exhibit G-4 — Form of Conversion/Continuation AMENDED AND RESTATED U.S. Tax Compliance Certificate (Foreign Lenders; Partnerships) REVOLVING CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19September 7, 2021, is entered into by among ENTERPRISE PRODUCTS OPERATING LLC, a Texas limited liability company; the LENDERS party hereto; the ISSUING BANKS party hereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and among NERDWALLETSwingline Lender; CITIBANK, N.A., JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD. and TRUIST BANK, as Co-Syndication Agents, BARCLAYS BANK PLC, ROYAL BANK OF CANADA, SUMITOMO MITSUI BANKING CORPORATION, THE BANK OF NOVA SCOTIA, HOUSTON BRANCH and THE TORONTO DOMINION BANK, NEW YORK BRANCH, as Co-Documentation Agents, and XXXXX FARGO SECURITIES, LLC, CITIBANK N.A., BARCLAYS BANK PLC, X.X. XXXXXX SECURITIES LLC, MIZUHO BANK, LTD., MUFG BANK, LTD., RBC CAPITAL MARKETS, SUMITOMO MITSUI BANKING CORPORATION, TD SECURITIES (USA) LLC, THE BANK OF NOVA SCOTIA, HOUSTON BRANCH and TRUIST SECURITIES, INC., a Delaware corporation (“NerdWallet”), NERDWALLET COMPARE, INCas Joint Lead Arrangers and Joint Bookrunners., 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: Assignment and Assumption (Enterprise Products Partners L.P.)

Schedules. Schedule 1.1A: 2.01(A) — Initial Term Commitments[Reserved] Schedule 2.01(B) — Revolving Credit Commitments Schedule 1.1B: Existing Letters of Credit 6.12 — Post-Closing Covenants Schedule 4.4: Governmental Approvals10.02 — EachThe Administrative Agent’s Office, Consents, Authorizations, Filings and 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 EXHIBITS Exhibit A: [ReservedA — Committed Loan Notice Exhibit C-1 — Term Note[Reserved] Exhibit B: Form of Compliance C-2 — Revolving Credit Note Exhibit D-1 — Closing Date Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of E — Assignment and Assumption Exhibits F-1 – F-4: Forms Exhibit F — Guaranty Exhibit G — Security Agreement Exhibit H — Discounted Prepayment Option Notice[Reserved] Exhibit I — Lender Participation Notice[Reserved] Exhibit J — Discounted Voluntary Prepayment Notice[Reserved] Exhibit K — Form of U.S. Pari Passu Intercreditor Agreement Exhibit L — United States Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: M — Form of Revolving Loan Note Junior Lien Intercreditor Agreement Exhibit H-2: N — Solvency Certificate Exhibit O — 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 Secured Party Joinder CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT AGREEMENT, originally dated as of November 25, 2020 (this as amended by Incremental Facility Amendment No. 1, as further amended by Amendment No. 2, and as further amended by Amendment No. 3, as further amended by Amendment No. 4, as further amended by Amendment No. 5, and as further amended by Amendment No. 6, the “Agreement”), dated as of February 19, 2021, is entered into by and among NERDWALLETSHOALS HOLDINGSTECHNOLOGIES GROUP, INCLLINC., a Delaware corporation limited liability companycorporation (the NerdWalletCompany”), NERDWALLET COMPARE, INC.SHOALS INTERMEDIATE HOLDINGS LLC, a Delaware corporation limited liability company (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “BorrowerHoldings”), the several banks WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as Term Loan Administrative Agent and other financial institutions or entities Collateral Agent, JPMORGAN CHASE BANKJPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Revolving Facility Administrative Agent, and each lender from time to time party to this Agreement hereto (each a “Lender” and, collectively, the “Lenders”)” and individually, SILICON VALLEY BANK (a 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 (Shoals Technologies Group, Inc.)

Schedules. Schedule 1.1A: Commitments 1.1 Pricing Matrix Schedule 1.1B: Existing Letters 1.2 Percentages and Allocations Schedule 1.3 Permitted Borrower Sublimits Schedule 6.2 List of Credit Jurisdictions in which Company and/or Subsidiaries do business Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 6.3 List of Jurisdictions in which to file financing statements Schedule 4.13: 6.12 Leased Property Schedule 7.9 Compliance with Laws Schedule 7.12 Litigation Schedule 7.16 Employee Pension Benefit Plans Schedule 4.15: Subsidiaries Schedule 4.17: 7.18 Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 7.19 Subsidiaries Schedule 7.2(d): 7.20 Contingent Obligations Schedule 7.23 Existing Indebtedness Funded Debt Schedule 7.3(f): 7.25 Capitalization Schedule 9.1 Existing Funded Debt Schedule 9.2 Permitted Liens Schedule 7.8(e): 9.3 Existing Guaranties Schedule 9.8 Existing Investments Schedule 14.6 Notices EXHIBITS A FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C FORM OF SWING LINE NOTE D FORM OF REQUEST FOR SWING LINE ADVANCE E FORM OF SWING LINE BANK PARTICIPATION CERTIFICATE F FORM OF NOTICE OF LETTERS OF CREDIT G-1 FORM OF TERM NOTE-A G-2 FORM OF TERM NOTE-B H FORM OF PERMITTED BORROWER ADDENDUM I FORM OF ASSIGNMENT AGREEMENT J-1 FORM OF DOMESTIC GUARANTY (including Exhibit "A: [Reserved] " - Joinder Agreement) J-2 FORM OF FOREIGN GUARANTY (including 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 "A" - Joinder Agreement) K FORM OF DOMESTIC SECURITY AGREEMENT L FORM OF TERM LOAN RATE REQUEST M FORM OF COVENANT COMPLIANCE REPORT AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT This Amended and Restated Revolving Credit and Term Loan Agreement (this “"Agreement”), dated ") is made as of February 19the 1st day of October, 20211998, 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 signatory hereto (each individually a “Lender” and, collectively, "Bank," and any and all such financial institutions collectively the “Lenders”"Banks"), SILICON VALLEY BANK (“SVB”)Comerica Bank, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders Banks (in such capacitiescapacity, together with any successors "Agent"), Autocam Corporation, a Michigan corporation ("Autocam") and assigns in such capacities, the “Administrative Agent”)Permitted Borrowers (as defined below) from time to time signatory hereto.

Appears in 1 contract

Samples: Autocam Corp/Mi

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 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 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 [Secretary’s][Managing Member’s ’s] Certificate Exhibit D: Form of Solvency Certificate Reserved Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4Exhibit F: Forms Form of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Form of Addendum Exhibit H-1H: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] 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 19May 23, 20212011, is entered into by and among NERDWALLETPERFICIENT, INC., a Delaware corporation (the NerdWalletBorrower”), NERDWALLET COMPAREthe guarantors from time to time parties to this Agreement (each a “Guarantor” and, INC., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severallycollectively, the “BorrowerGuarantors”), 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 BANK, as the Lead Arranger, Book Manager and Issuing Lender (“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 1 contract

Samples: Credit Agreement (Perficient Inc)

Schedules. Schedule 1.1A: 1.1(a) Term Loan Commitments Schedule 1.1B: Existing 1.1(b) Revolving Loan Commitments Schedule 1.1(c) Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 1.8(a) Scheduled Term Loan Payments Schedule 4.13: Pension Plans 1.12 Eligible Accounts Schedule 4.15: Subsidiaries 3.2 Capitalization Schedule 4.17: Environmental 3.5 Litigation Schedule 3.7 ERISA Schedule 3.10 Tax Matters Schedule 4.19(a): Financing Statements and 3.12 Environmental Schedule 3.15 Labor Relations Schedule 5.1 Liens Schedule 5.2 Other Filings Dispositions Schedule 7.2(d): Existing 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 5.16 Negative Pledges Schedule 11.1(a) Prior Indebtedness EXHIBITS Exhibit A: [Reserved] Exhibit B: 1.1(c) Form of Compliance Certificate L/C Request Exhibit C: 1.1(d) Form of Secretary’s/Managing Member’s Certificate Swing Loan Request 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 2.1 Closing Checklist Exhibit 4.2(b) Compliance Certificate Exhibit 11.1(a) Form of Assignment Exhibit 11.1(b) Borrowing Base Certificate Exhibit 11.1(c) Notice of Borrowing Exhibit 11.1(d) Form of Revolving Note Exhibit 11.1(e) Form of Swing Line 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 as of February 19, 2021, ) is entered into as of March 30, 2011, by and among NERDWALLETInternational Textile Group, INC.Inc., a Delaware corporation (“NerdWalletITG”), NERDWALLET COMPAREBurlington Industries LLC, INC.a Delaware limited liability company (“Burlington”), Carlisle Finishing LLC, a Delaware limited liability company (“Carlisle”), Cone Denim LLC, a Delaware limited liability company (“Denim”), Cone Jacquards LLC, a Delaware limited liability company (“Jacquards”), Safety Components Fabric Technologies, Inc., a Delaware corporation (“NW CompareSCFTI”), Narricot Industries LLC, a Delaware limited liability company (“Narricot”) (ITG, Burlington, Carlisle, Denim, Jacquards, SCFTI and Narricot are sometimes referred to herein together as the “Borrowers” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the a “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, GE Capital Markets, Inc. and TD Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, TD Bank, N.A., as Syndication Agent, Bank of America, N.A., as Co-Collateral Agent, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as the 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 ) and for itself as a Lender (“SVB”), including as the Issuing Lender and the Swingline Lender) and L/C Issuer, 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 (International Textile Group Inc)

Schedules. Schedule 1.1A: 1 Commitments of the Lenders 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 4.05 Certain Litigation from Disclosure Documents EXHIBITS Exhibit A: [Reserved] Exhibit B: A Form of Compliance Certificate Revolving Note Exhibit C: B-1 Form of Secretary’s/Managing Member’s Certificate Opinion of Counsel to the Borrower Exhibit D: B-2 Form of Solvency Certificate Opinion of General Counsel to the Borrower Exhibit E: C 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: D-1 Form of Notice of Borrowing Exhibit L: D-2 Form of Notice of Conversion/Continuation Exhibit E Form of Compliance Certificate Exhibit F Form of Notice of Swingline Borrowing Exhibit G Form of Swingline Note Exhibit H Form of Account Designation LEGAL02/33561677v8 AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT THIS AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19October 25, 2021, is entered into by and among NERDWALLET2012 (the “Agreement”) between SOUTH CAROLINA FUEL COMPANY, INC., a Delaware South Carolina 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 identified herein and such other financial institutions or entities from time to time lenders as may hereafter become a party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”)and XXXXX FARGO BANK, as the Issuing Lender and the Swingline Lender, and SVBNATIONAL ASSOCIATION, as administrative agent and collateral agent for the Lenders (in such capacities, together with any capacity and its successors and assigns in such capacitiesassigns, the “Administrative Agent”) and Swingline Lender, JPMORGAN CHASE BANK, N.A., MIZUHO CORPORATE BANK, LTD. and TD BANK N.A., as Documentation Agents (the “Documentation Agents”) and BANK OF AMERICA, N.A. and XXXXXX XXXXXXX SENIOR FUNDING, INC. as Co-Syndication Agents (the “Syndication Agents”).

Appears in 1 contract

Samples: Credit Agreement (Scana 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: 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 Contents of Payment Date Report Schedule 4.13: Pension Plans 4 S&P 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 Schedule 7.8(e): Existing Investments 9 Loan Tape Information 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 USActive 59109857.10 CREDIT AND RESTATED SECURITY AGREEMENT CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)SECURITY AGREEMENT, dated as of February 19December 4, 20212023, is entered into by and among NERDWALLET, INC.LGAM FINANCING SPV 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”), LGAM PRIVATE CREDIT LLC, a Delaware limited liability company, in its capacity as equityholder (the several banks “Equityholder”) and other financial institutions or entities in its capacity as collateral manager (the “Collateral Manager”), 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”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”) and as collateral administrator (in such capacity, the “Collateral Administrator”) and U.S. BANK NATIONAL ASSOCIATION as document custodian for the Secured Parties (in such capacity, the “Document Custodian”).

Appears in 1 contract

Samples: Credit and Security Agreement (LGAM Private Credit LLC)

Schedules. Schedule 1.1A: 1.1(a) - Commitments as of Closing Date Schedule 1.1B: Existing Letters 1.1(b) - Unrestricted Subsidiaries of Credit the Borrower as of Closing Date Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices 6.1.6 - Subsidiaries of the Borrower as of Closing Date Schedule 4.13: Pension Plans 9.2 - Liens as of Closing Date 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 13.1 - Notice Addresses for Lenders 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 Account Designation Exhibit C - Form of Notice of Prepayment Exhibit D - Form of New Lender Supplement Exhibit E - Form of Commitment Increase Supplement Exhibit F - Form of Guarantor Joinder Agreement Exhibit G - Form of Notice of Conversion/Continuation AMENDED AND RESTATED Exhibit H - Form of Assignment and Assumption Exhibit I - Form of Exemption Certificate Exhibit J - Form of Foreign Subsidiary Borrower Joinder Agreement CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19October 15, 2021, is entered into by and 2004 among NERDWALLET, INC.THE BRINK'S COMPANY, 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 “"Parent Borrower"), the several banks and other financial institutions or entities Foreign Subsidiary Borrowers (as defined below), certain of the Parent Borrower's Subsidiaries from time to time party to this Agreement hereto (each a “Lender” and, collectively"Guarantor," and together with the Parent Borrower and the Subsidiary Borrowers, the “Lenders”"Credit Parties," and each, a "Credit Party"), SILICON VALLEY the Lenders from time to time party hereto, BARCLAYS BANK (“SVB”)PLC, as the Issuing Lender a Co-Arranger and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders Documentation Agent (in such capacitiescapacity, together with any successors the "Documentation Agent"), BANC OF AMERICA SECURITIES LLC, as Co-Arranger, BANK OF AMERICA, N.A., as Syndication Agent, SCOTIABANC INC. and assigns WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Arrangers and Syndication Agents (in such capacitiescapacity, the "Syndication Agents"), and JPMORGAN CHASE BANK, as Administrative Agent (in such capacity, the "Administrative Agent") (all capitalized terms used herein and defined in Section 1.1 are used herein as therein defined).

Appears in 1 contract

Samples: Credit Agreement (Brinks Co)

Schedules. Schedule 1.1A: A Sustainability Adjustments Schedule 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: 8.4 Litigation Schedule 8.12 Subsidiaries Schedule 8.14 Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 8.15 Property Matters Schedule 7.2(d): Existing 9.9 Closing Date Affiliate Transactions Schedule 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 N [Reserved] Exhibit O [Reserved] Exhibit P [Reserved] Exhibit Q-1 Form of Non-U.S. Lender Certificate (Non-U.S. Non-Partnership Lenders) Exhibit Q-2 Form of Non-U.S. Participant Certificate (Non-U.S. Non-Partnership Participants) Exhibit Q-3 Form of Non-U.S. Participant Certificate (Non-U.S. Partnership Participants) Exhibit Q-4 Form of Non-U.S. Lender Certificate (Non-U.S. Partnership Lenders) 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 VISTRA INTERMEDIATE COMPANY LLC (formerly known as TEX INTERMEDIATE COMPANY LLC) (“NerdWalletHoldings”), NERDWALLET COMPARE, INC., a Delaware corporation VISTRA OPERATIONS COMPANY LLC (“NW Compare” and together with NerdWallet, individually and collectively formerly known as the context requires, jointly and severally, TEX OPERATIONS COMPANY LLC) (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”)) and CREDIT SUISSE AG, SILICON VALLEY BANK (“SVB”)CAYMAN ISLANDS BRANCH, as the Issuing Lender Administrative Agent 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 Collateral Agent”).

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Schedules. Schedule 1.1A: Commitments I. Commitment Amounts; Lending Offices; Addresses for Notice Schedule 1.1B: Existing Letters II. Subsidiaries of Credit the Company Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings III. Indebtedness of the Company and Notices Schedule 4.13: Pension Plans Schedule 4.15: its Subsidiaries Schedule 4.17IV. Applicable Margin and Facility Fee Rate Schedule V. Significant Litigation EXHIBITS: 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: A-1. Form of Revolving Note Exhibit A-2. Form of Term Note Exhibit A-3. Form of Competitive Loan Note Exhibit H-2: B. Form of Swingline Loan Note Commitment Transfer Supplement Exhibit I: [Reserved] Exhibit J: C-1. Form of Collateral Information Certificate CAF Advance Request Exhibit K: C-2. Form of Notice of Borrowing CAF Advance Offer Exhibit L: C-3. Form of Notice CAF Advance Confirmation Exhibit D. Form of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED Exemption Certificate CREDIT AGREEMENT (this "Agreement"), dated as of February 19November 9, 20212004, is entered into by and among NERDWALLET, HCA 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”"Company"), the several banks and other financial institutions or entities from time to time party to this Agreement parties hereto (each a “Lender” and, collectively, the “Lenders”"Banks"), SILICON VALLEY BANK (“SVB”)OF AMERICA, N.A., as the Issuing Lender Documentation Agent and the Swingline LenderCo-Arranger, CITICORP NORTH AMERICA, INC., DEUTSCHE BANK SECURITIES INC., MIZUHO CORPORATE BANK, LTD. and WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agents and Co-Arrangers, THE BANK OF NOVA SCOTIA, XXXXXXX XXXXX & CO, MERRILL, LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED and SUNTRUST BANK, as Senior Managing Agents, THE BANK OF NEW YORK, KEY BANK and CALYON NEW YORK BRANCH, as Managing Agents, AMSOUTH BANK, FIFTH THIRD BANK, N.A., THE NORTHERN TRUST COMPANY, SUMITOMO BANK, US BANK, NA and UNION PLANTERS BANK, N.A, as Co-Agents, X.X. XXXXXX SECURITIES INC., as Sole Advisor, Lead Arranger and Bookrunner, and SVBJPMORGAN CHASE BANK, as administrative agent (the "Agent"). In consideration of the promises and collateral agent mutual agreements herein contained and for good and valuable consideration the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”).parties hereto agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Hca Inc/Tn)

Schedules. Schedule 1.1A: Commitments I - Subsidiaries and Affiliates 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): II - Existing Liens Schedule 7.8(e): III - Indebtedness Schedule IV - Existing Investments Guarantees Schedule V - Credit Arrangements Schedule VI - Litigation Schedule VII - ERISA Violations Schedule VIII - Written Arrangements with Affiliates EXHIBITS Exhibit A: [Reserved] Exhibit B: A - Form of Compliance Certificate Revolving Credit Note Exhibit C: B - Form of Secretary’s/Managing Member’s Certificate Swingline Note Exhibit D: C - Form of Solvency Certificate Guaranty Exhibit E: D - Form of Reaffirmation of Guaranty Exhibit E - Form of Assignment and Assumption Exhibits F-1 – F-4: Forms Acceptance Agreement Exhibit F - Form of Opinion of Counsel (Xxxxxx Xxxxxx & Xxxxxxx LLP) Exhibit G - 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 (this “Agreement”), dated as of February 19May 2, 20212006, is entered into by and among NERDWALLETTHE HAIN CELESTIAL GROUP, 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 “BorrowerCompany”), the several banks and other financial institutions or entities LENDERS which from time to time party are parties to this Agreement (each individually, a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”)OF AMERICA, N.A., a national banking association organized under the laws of the United States of America, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders Administrative Agent (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent), KEYBANK NATIONAL ASSOCIATION and CITIBANK, N.A., as Co-Syndication Agents (collectively, the “Co-Syndication Agents”), FIRST PIONEER FARM CREDIT, ACA and HSBC BANK USA, N.A., as Co-Documentation Agents (collectively, the “Co-Documentation Agents”) and NORTH FORK BANK, as Managing Agent (the “Managing Agent”).

Appears in 1 contract

Samples: Credit Agreement (Hain Celestial Group Inc)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings Xxxxxxx 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 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments 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 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 NY-2355188 AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19April 29, 20212022, 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 Lender, the Swingline Lender, and a joint lead arranger, 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”), COMERICA BANK, as a joint lead arranger, and CANADIAN IMPERIAL BANK OF COMMERCE, as the documentation agent.

Appears in 1 contract

Samples: Credit Agreement (Alkami Technology, Inc.)

Schedules. Schedule 1.1A: 1.1(a) Real Properties Schedule 1.1(b) Commitments of Lenders Schedule 1.1B: Existing Letters of Credit 1.1(c) Disposition Assets Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: 1.1(e) Specified Excluded Subsidiaries Schedule 4.17: 8.13 Subsidiaries Schedule 8.15 Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings 9.10 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 10.5 Closing Date Investments Schedule 13.2 Notice Addresses EXHIBITS Exhibit A: A-1 Second Lien Pari Intercreditor Agreement Exhibit A-2 Second Lien Intercreditor Agreement Exhibit B-1 Assignment and Acceptance (Non-Affiliated Lender) Exhibit B-2 Assignment and Acceptance (Affiliated Lender) Exhibit C Second Lien Guarantee Exhibit D Intercompany Note Exhibit E Joinder Agreement Exhibit F [Reserved] Exhibit B: Form of Compliance Certificate G Second Lien Pledge Agreement Exhibit C: Form of Secretary’s/Managing Member’s Certificate H Second Lien Security Agreement Exhibit D: Form of Solvency Certificate I Promissory Note (Term Loans) 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 J Notice of Borrowing Exhibit L: Form of or Notice of Conversion/Conversion or Continuation AMENDED AND RESTATED Exhibit K-1 to K-4 Non-Bank Tax Certificates Exhibit L Closing Date Certificate Exhibit M Prepayment Notice SECOND LIEN CREDIT AGREEMENT THIS AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19March 16, 20212017, is entered into by and among NERDWALLET, INC.BCPE EAGLE INTERMEDIATE HOLDINGS LLC, a Delaware corporation limited liability company (“NerdWalletHoldings”), NERDWALLET COMPARE, INC.BCPE EAGLE BUYER 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 lending institutions or entities from time to time party to this Agreement parties hereto as lenders (each each, a “Lender” and, collectively, the “Lenders”), SILICON VALLEY and ROYAL BANK (“SVB”)OF CANADA, as the Issuing Lender and Administrative Agent, the Swingline LenderCollateral Agent, and SVB, as administrative agent a Lender (such terms and collateral agent for each other capitalized term used but not defined in this preamble or the Lenders (recitals below having the meaning provided in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”Section 1.1).

Appears in 1 contract

Samples: Intercreditor Agreement (Aveanna Healthcare Holdings, Inc.)

Schedules. 2.01 Commitments and Pro Rata Shares 2.13 Borrowing Base Procedures 3 Security Schedule 1.1A: Commitments Schedule 1.1B: Existing Letters 5.04 Conflicts or Consents 5.05 Enforceable Obligations 5.06 Material Adverse Changes since the Quarterly Initial Financial Statements 5.07 Other Obligations and Restrictions 5.08 Known Undisclosed Facts 5.10 Labor Disputes and Acts of God 5.11 ERISA Plans 5.12 Compliance with Laws 5.13 Environmental Laws 5.14 Names and Places of Business 5.15 Subsidiaries 5.20 Credit Arrangements 5.21 Real Property 6.08 Insurance Summary - Property and Casualty 7.02 Liens 7.07 Investments 7.10 Prohibited Contracts 7.16 Certain Permitted Financial Instruments 10.02 Administrative Agent's Office; Certain Addresses for Notices EXHIBITS Form of A Loan Notice B-1 Acquisition Facility Note B-2 Working Capital Note C Irrevocable Standby Letter 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 D Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of E Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax F Guaranty G Borrowing Base Report H Opinion Matters I Environmental 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 J Solvency Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED K Lender Addendum CREDIT AGREEMENT THIS AMENDED AND RESTATED This CREDIT AGREEMENT (this “"Agreement”), dated as of February 19, 2021, ") is entered into by and as of June 1, 2004, among NERDWALLETGENESIS CRUDE OIL, INC.L.P. ("Borrower"), a Delaware corporation (“NerdWallet”)limited partnership, NERDWALLET COMPAREGENESIS ENERGY, INC.. ("General Partner"), a Delaware corporation corporation, GENESIS ENERGY, L.P. (“NW Compare” and together with NerdWallet"Genesis Energy, individually and collectively as the context requires, jointly and severally, the “Borrower”L.P."), the several banks a Delaware limited partnership, FLEET NATIONAL BANK, as administrative agent and other financial institutions or entities letter of credit issuer (in such capacities, "Administrative Agent" and "L/C Issuer", respectively), US BANK, as syndication agent, GUARANTY BANK, as documentation agent, 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 (“SVB”)and BANC OF AMERICA SECURITIES LLC, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders exclusive arranger (in such capacitiescapacity, together with any successors "Arranger"). The Borrower has requested that the Lenders provide revolving credit facilities, and assigns in such capacitiesthe Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the “Administrative Agent”).parties hereto covenant and agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Genesis Energy Lp)

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: A — Commitments; Addresses A-1 — Commitments; Tranche B Term Lenders A-2 — Commitments; Tranche C Term Lenders A-3 — Commitments; Tranche D Term Lenders A-4 — Commitments; Tranche E Term Lenders A-5 — Commitments; Tranche F Term Lenders A-6 — Commitments; Tranche G Term Lenders 5.12 — Restricted 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 7.16 — Post-Closing Actions EXHIBITS Exhibit A: [Reserved] Exhibit B: A — Form of Compliance Certificate Exhibit C: Note B — Form of Secretary’s/Managing Member’s Certificate Exhibit D: Security Agreement C — Form of Solvency Certificate Exhibit E: Guarantee Agreement D — Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: E — Form of Revolving Loan Note Exhibit H-2: Assignment and Acceptance F — Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Solvency Certificate G — Form of Collateral Information Certificate Exhibit K: Increase Supplement H — Form of Notice of Borrowing Exhibit L: Lender Joinder Agreement I — Form of Affiliated Lender Assignment and Assumption J — Form of Acceptance and Prepayment Notice K — Form of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as Discount Range Prepayment Notice L — Form 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”).Discount Range Prepayment Offer M — Form of Solicited Discounted Prepayment Notice N — Form of Solicited Discounted Prepayment Offer O — Form of Specified Discount Prepayment Notice P — Form of Specified Discount Prepayment Response

Appears in 1 contract

Samples: Credit Agreement (Warner Music Group Corp.)

Schedules. Schedule 1.1A: I - Commitments and Applicable Lending Offices Schedule 1.1B: Existing Letters of Credit II - Subsidiary Guarantors Schedule 4.4: Governmental 4.01(a) - Equity Investors Schedule 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: Environmental 4,01(q) - Tax Matters Schedule 4.19(a): Financing Statements and Other Filings 4.01(s) - Existing Debt Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing 4.01(t) - Liens Schedule 7.8(e): Existing 4.01(u) - Owned Real Property Schedule 4.01(v) - Leased Real Property Schedule 4.01(w) - Investments Schedule 4.01(x) - Intellectual Property Schedule 4.01(y) - Material Contracts EXHIBITS Exhibit A: [Reserved] Exhibit B: A-1 - Form of Compliance Certificate Tranche A Term Note Exhibit C: A-2 - Form of Secretary’s/Managing Member’s Certificate Tranche B Term Note Exhibit D: A-3 - 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 Working Capital 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 AMENDED AND RESTATED Security Agreement Exhibit E - Form of Subsidiary Guaranty Exhibit F - Form of Solvency Certificate Exhibit G - Form of Opinion of Counsel to the Loan Parties Exhibit H - Form of Opinion of Local Counsel Exhibit I - Form of Borrowing Base Certificate EXECUTION COPY CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19August 12, 20211999, is entered into by and among NERDWALLETICG Equipment, INC.Inc., a Colorado corporation ("ICG Equipment"), ICG NetAhead, Inc., a Delaware corporation (“NerdWallet”"ICG NetAhead" and, together with ICG Equipment, the "Borrowers"), NERDWALLET COMPAREICG Services, INC.Inc., a Delaware corporation (“NW Compare” and together with NerdWallet, individually and collectively as the context requires, jointly and severally, the “Borrower”"Parent"), 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” the "Initial Lenders") and the bank listed on the signature pages hereof as the Initial Issuing Bank (the "Initial Issuing Bank" and, collectivelytogether with the Initial Lenders, the “Lenders”"Initial Lender Parties"), SILICON VALLEY BANK Xxxxxx Xxxxxxx Senior Funding, Inc. (“SVB”"Xxxxxx Xxxxxxx"), as sole book-runner and lead arranger (the Issuing Lender "Lead Arranger"), Royal Bank of Canada, as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the "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 Lender Parties (in such capacitiesas hereinafter defined)) and Bank of America, N.A. and Barclays Bank Plc, as co-documentation agents (the "Co-Documentation Agents" and, together with any successors the Lead Arranger and assigns in such capacitiesthe Collateral Agent, the “Administrative Agent”"Agents").

Appears in 1 contract

Samples: Credit Agreement (Icg Holdings Inc)

Schedules. Schedule 1.1A: 1.00 — DQ List Schedule 1.01 — Material Intellectual Property Schedule 2.01 — Commitments (on file with the Administrative Agent with a copy thereof provided to the Borrowers) Schedule 1.1B: Existing Letters of Credit 3.04 — Specified Transactions Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 3.05 — Mortgaged Properties Schedule 3.09 — Taxes Schedule 3.11 — Subsidiaries and Notices Joint Ventures Schedule 4.13: Pension Plans 3.12 — Insurance Schedule 4.15: Subsidiaries 3.17 — Material Contracts Schedule 4.17: Environmental Matters 3.19 — FCC Licenses 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 6.09 — Transactions with Affiliates Schedule 6.10 — Existing Restrictions Schedule 6.14 — Milestones Annex A — Initial Budget EXHIBITS: Exhibit A: [Reserved] A — Form of Assignment and Assumption Exhibit B: B — Form of Borrowing Request Exhibit C — Form of Guarantee and Collateral Agreement Exhibit D — Form of Compliance Certificate Exhibit C: E — Form of Secretary’s/Managing Member’s Global Intercompany Note Exhibit F — Form of Perfection Certificate Exhibit D: G — Form of Solvency Supplemental Perfection Certificate Exhibit E: H — [Reserved.] Exhibit I — Form of Assignment and Assumption Exhibits F-1 – F-4: Forms Promissory Note Exhibit J-1 — Form of U.S. Tax Compliance Certificate for Non U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes Exhibit G: [Reserved] Exhibit H-1: J-2 — Form of Revolving Loan Note U.S. Tax Certificate for Non U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes Exhibit H-2: J-3 — Form of Swingline Loan Note U.S. Tax Certificate for Non U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes Exhibit I: [Reserved] Exhibit J: J-4 — Form of Collateral Information U.S. Tax Certificate for Non U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes Exhibit K: K — Form of Notice Joinder SENIOR SECURED SUPER-PRIORITY PRIMING TERM LOAN DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT February [__], 2023 (this “Agreement”), dated as of February 19among Starry Group Holdings, 2021, is entered into by and among NERDWALLET, INC.Inc., a Delaware corporation (the NerdWalletCompany”), NERDWALLET COMPAREeach Subsidiary of the Company listed as a “Borrower” on the signature pages hereto (together with the Company and each other Person that executes a joinder hereto and becomes a “Borrower” hereunder, INC., each 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 Lenders party hereto from time to time party to this Agreement (each and ArrowMark Agency Services LLC, a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”)Delaware limited liability company, 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: Restructuring Support Agreement (Starry Group Holdings, Inc.)

Schedules. Schedule 1.1A: Commitments 1 Commitments* Schedule 1.1B: 3.3 Existing Bank of America Letters of Credit Credit* Schedule 4.46.5 Litigation* Schedule 6.15 Subsidiaries and Minority Interests* Schedule 6.16 Insurance Matters* Schedule 8.1 Permitted Liens* Schedule 8.5 Permitted Indebtedness* Schedule 8.8 Contingent Obligations* Schedule 12.2 Agent's Payment Office; Lending Offices; Addresses for Notices* EXHIBITS Form of: 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 A Notice of Borrowing Borrowing* Exhibit L: Form of B Notice of Conversion/Continuation AMENDED AND RESTATED Continuation* Exhibit C Compliance Certificate* Exhibit D Legal Opinion of Company's and Guarantor's Counsel* Exhibit E Assignment and Acceptance* Exhibit F Promissory Note* Exhibit G Guaranty* Exhibit H Contribution Agreement* Exhibit I Security Agreement* Exhibit J Pledge Agreement* * The Registrant agrees by this filing to supplementally furnish a copy of the Exhibits and Schedules to this Asset Purchase Agreement to the Commission upon request. 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 25, 2001, among NERDWALLETNEW HORIZONS WORLDWIDE, INC., a Delaware corporation (the NerdWalletCompany”), 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” and, collectively, the “LendersBanks”; individually, a “Bank”), SILICON VALLEY BANK (“SVB”)and Bank of America, N.A., as the Issuing Lender letter of credit issuing bank 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”)Banks.

Appears in 1 contract

Samples: Credit Agreement (New Horizons Worldwide Inc)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B1.1C: Existing Letters of Credit Borrower Insiders Schedule 4.1 Financial Condition 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 4.27: Capitalization Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Section 7.7(d) 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 Initial Term Loan Note Exhibit H-4 Form of Delayed Draw 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 LM: Form of Notice Flow of Conversion/Continuation AMENDED AND RESTATED Funds Agreement CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19March 14, 20212019, is entered into by and among NERDWALLET, ORGANOGENESIS HOLDINGS INC., a Delaware corporation (“NerdWalletHoldings”), NERDWALLET COMPARE, ORGANOGENESIS INC., a Delaware corporation (“NW Compare” Organogenesis”) and PRIME MERGER SUB, LLC, a Delaware limited liability company (“Prime”, and together with NerdWalletHoldings and Organogenesis, individually and collectively as the context requires, jointly and severallycollectively, 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 capacitiescapacity, the “Administrative Agent”).

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Organogenesis Holdings Inc.)

Schedules. Schedule 1.1A: Commitments I-A - Commitment Amounts Schedule 1.1B: I-B - List of Applicable Lending Offices Schedule II - Existing Liens Schedule III - Change of Control Schedule IV - Outstanding Balance of Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 4.13: Pension Plans Schedule 4.15: V - LC Subsidiaries Schedule 4.17: VI - Subsidiary Borrowers Schedule VII - ERISA Matters Schedule VIII - Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): IX - Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments Debt EXHIBITS Exhibit A: [Reserved] A - Notice of Borrowing Exhibit B: B - Form of Compliance Certificate Promissory Note 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 – F-4: Forms of U.S. Tax Compliance Certificate Acceptance Exhibit G: [Reserved] Exhibit H-1: D-1 - Form of Revolving Opinion of In-House Counsel to the Loan Note Parties Exhibit H-2: D-2 - Form of Swingline Corporate Opinion of Special New York Counsel to the Loan Note Parties Exhibit I: [Reserved] Exhibit J: E - Form of Collateral Information Certificate Opinion of Special New York Counsel to the Agent Exhibit K: F - Form of Notice Assumption Agreement CREDIT AGREEMENT, dated as of Borrowing Exhibit L: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT August 30, 2004 (this “Agreement”), dated as of February 19among The Gap, 2021, is entered into by and among NERDWALLET, 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 LC Subsidiaries (as hereinafter defined), the Subsidiary Borrowers (as hereinafter defined), the banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”) listed on the signature pages hereof, the Issuing Banks (as hereinafter defined), SILICON VALLEY BANK Citigroup Global Markets Inc. (“SVBCGMI”) and Banc of America Securities LLC as joint lead arrangers and joint book managers (the “Joint Lead Arrangers”), Bank of America, N.A., HSBC Bank USA, National Association and JPMorgan Chase Bank as co-syndication agents (the “Co-Syndication Agents”), and Citicorp USA, Inc. (“CUSA”), as agent (the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent “Agent”) for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”)Issuing Banks hereunder.

Appears in 1 contract

Samples: Credit Agreement (Gap Inc)

Schedules. Schedule 1.1A: Commitments 1 - Proposed Acquisitions and Swaps of Allowable Wireless Systems 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 2-A - Allocation of Revolving Loan Note Exhibit H-2: Form Commitment among certain of Swingline the Lenders, Commitment Ratios, and such Lenders' Addresses for Notice Schedule 2-B - Allocation of Term Loans among certain of the Lenders and such Lenders' Addresses for Notice Schedule 3 - Subsidiaries (including designation of Subsidiaries as Consolidated, Restricted and Unrestricted Subsidiaries) and Investments of the Borrower Schedule 4 - Description of Designated Target Area Schedule 5 - Licenses and IOAs Schedule 6 - Liens of Record as of the Agreement Date Schedule 7 - Listing and Description of Seller Subordinated Debt Schedule 8 - Shareholders of the Borrower as of the Agreement Date Schedule 9 - Compliance with Other Loan Note Exhibit I: [Reserved] Exhibit J: Form Documents and Contemplated Transactions Schedule 10 - Issues Pertaining to Necessary Authorizations and Licenses Schedule 11 - Litigation Schedule 12 - Liabilities and Losses Schedule 13 - Agreements with Affiliates, etc. Schedule 14 - Real Estate Schedule 15 - Guaranties of Collateral Information Certificate Exhibit K: Form Obligations of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation Unrestricted Subsidiaries in effect on the Agreement Date SECOND AMENDED AND RESTATED LOAN AGREEMENT AMONG WESTERN WIRELESS CORPORATION; THE FINANCIAL INSTITUTIONS WHOSE NAMES APPEAR AS LENDERS ON THE SIGNATURE PAGES HEREOF; TD SECURITIES (USA) INC., BARCLAYS CAPITAL AND J.P. XXXXXX XXXURITIES INC., AS MANAGING AGENTS; CHEMICAL BANK, CIBC INC., FLEET NATIONAL BANK, ING (U.S.) CAPITAL CORPORATION, PNC BANK, NATIONAL ASSOCIATION, AND SOCIETE GENERALE, AS AGENTS; UNION BANK OF CALIFORNIA, N.A., CORESTATES BANK, N.A., BANK OF HAWAII, PEARL STREET L.P., AND CREDIT AGREEMENT THIS AMENDED LYONNAIS NEW YORK BRANCH, AS CO-AGENTS; BARCLAYS CAPITAL, AS DOCUMENTATION AGENT; J.P. XXXXXX XXXURITIES INC., AS SYNDICATION AGENT; AND RESTATED CREDIT AGREEMENT TORONTO DOMINION (this “Agreement”TEXAS), 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”).AS ADMINISTRATIVE AGENT

Appears in 1 contract

Samples: Loan Agreement (Western Wireless Corp)

Schedules. Schedule 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit [Reserved] Schedule 4.44.6: Governmental Approvals, Consents, Authorizations, Filings and Notices Litigation Schedule 4.134.8: Pension Plans Owned Real Property Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): 4.19: Financing Statements and Other Filings Schedule 4.28: Brokers Schedule 5.3 Post-Closing Matters Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): 7.7 Existing Investments EXHIBITS Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate [Reserved] Exhibit D: Form of Solvency Certificate [Reserved] Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Certificates Exhibit G: [Reserved] Form of Addendum Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit JH-3: Form of Collateral Information Certificate Term Loan Note Exhibit KI: Form of Notice of Borrowing Exhibit LJ: Form of Notice of Conversion/Continuation AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of February 19December 13, 20212019, is entered into by and among NERDWALLET, DIGI 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 Guarantors from time to time party hereto, the several banks and other financial institutions or entities from time to time party to this Agreement hereto as lenders (each each, a “Lender” and, and collectively, the “Lenders”), SILICON VALLEY BMO XXXXXX BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVBN.A., 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 (Digi International 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 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 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 Exhibit 2.6(a) Form of Loan Note Exhibit 6.1(c) Form of Closing Certificate Exhibit 6.1(e) Form of Legal Opinion Exhibit 8.1(c) Form of Officer’s Certificate Exhibit 12.3 Form of Assignment Agreement AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT THIS AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (this “Credit Agreement”), dated as of February 1928, 2021, is entered into by and among NERDWALLET, INC.2006 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 N.V., 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”).

Appears in 1 contract

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

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 1.1(a) Pro Rata Shares Schedule 1.1B: 1.1(b) Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and 11.1 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] 2.1(b) Form of Notice of Revolving Borrowing Exhibit B: 2.1(e) Form of Revolving Note Exhibit 2.3 Form of Notice of Continuation/Conversion Exhibit 2.7 Form of Swing Line Note Exhibit 2.7(d) Form of Notice of Swing Line Borrowing Exhibit 4.1(k) Form of Account Designation Letter Exhibit 3.13-1 Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders) Exhibit 3.13-2 Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants) Exhibit 3.13-3 Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships) Exhibit 3.13-4 Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships) Exhibit 7.1(c) Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: 11.3(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 TENTH AMENDMENT TO AND RESTATED RESTATEMENT OF CREDIT AGREEMENT THIS AMENDED TENTH AMENDMENT TO AND RESTATED RESTATEMENT OF CREDIT AGREEMENT (this “Credit Agreement”), dated as of February 19, 2021, ) is entered into by and as of May 20, 2022 among NERDWALLETPNM RESOURCES, INC., a Delaware corporation New Mexico corporation, as Borrower, the Lenders and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and is made with reference to that certain Credit Agreement dated as of October 31, 2011 (as amended by that certain First Amendment to Credit Agreement, dated as of January 18, 2012, that certain Second Amendment to Credit Agreement, dated as of October 31, 2013, that certain Third Amendment to Credit Agreement, dated as of December 17, 2014, that certain Fourth Amendment to Credit Agreement, dated as of September 9, 2015, that certain Fifth Amendment to Credit Agreement, dated as of November 2, 2016, that certain Sixth Amendment to and Restatement of Credit Agreement, dated as of July 30, 2018, that certain Seventh Amendment to Credit Agreement dated as of December 19, 2018, that certain Eighth Amendment to Credit Agreement dated as of October 26, 2020 and that certain Ninth Amendment to Credit Agreement dated as of September 15, 2021, the NerdWalletExisting Credit Agreement”), NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” by and together with NerdWallet, individually and collectively as among the context requires, jointly and severallyBorrower, 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 Lenders 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 (Public Service Co of New Mexico)

Schedules. Schedule 1.1A: Commitments 1.01(a) Closing Date Immaterial Subsidiaries Schedule 1.1B: 1.01(b) Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings 3.04(a) Commercial Tort Claims Schedule 3.05 Pledged Interests Schedule 6.01(b) Locations of Collateral and Notices Real Property Schedule 4.13: Pension 6.01(f) Consents and Authorizations Schedule 6.01(g) Ownership Schedule 6.01(p) Judgments; Litigation Schedule 6.01(v) ERISA Plans Schedule 4.15: Subsidiaries 6.01(w) Material Intellectual Property Schedule 4.17: Environmental Matters 6.01(x) Labor Contracts Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): 8.01(ii) Existing Indebtedness Schedule 7.3(f): 8.02 Contingent Obligations Schedule 8.09 Existing Liens Schedule 7.8(e): 8.11 Existing Investments EXHIBITS Schedule 8.24 Affiliate Transactions Annexes Annex A-1 Lenders and Commitments Annex A-2 Letter of Credit Commitments 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 A-1 Revolving Loan Credit Note Exhibit H-2: Form of A-2 Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of B Notice of Borrowing Exhibit L: C Notice of Continuation/Conversion Exhibit D Form of Notice Perfection Certificate Exhibit E Letter of Conversion/Continuation AMENDED Credit Request Exhibit F Financial Condition Certificate Exhibit G Closing Certificate Exhibit H Compliance Certificate Exhibit I Assignment and Acceptance Exhibit J-1 to J-4 U.S. Tax Compliance Certificates LOAN AND RESTATED CREDIT SECURITY AGREEMENT THIS AMENDED This LOAN AND RESTATED CREDIT AGREEMENT (this “Agreement”)SECURITY AGREEMENT, dated as of February 19June 15, 2021, is entered into by and among NERDWALLET(i) THE TRADE DESK, INC., a Delaware corporation (“NerdWallet”)TTD” and, NERDWALLET COMPARE, INC., a Delaware corporation (“NW Compare” and together with NerdWalleteach Domestic Subsidiary of TTD who hereafter becomes party hereto as a borrower, referred to hereinafter, individually and collectively as the context requirescollectively, jointly and severally, as the “Borrowers” and each individually as a “Borrower”), (ii) each of the several banks and other financial institutions or entities from time to time party to this Agreement identified as a “Lender” on Annex A-1 attached hereto (together with each of its respective successors and assigns, and any Increasing Lender, each a “Lender” and, collectively, the “Lenders”)) and (iii) JPMORGAN CHASE BANK, SILICON VALLEY BANK N.A., a national banking association (“SVBJPMCB”), acting not individually but as the Issuing Lender and the Swingline Lenderagent on behalf of, and SVB, as administrative agent and collateral agent for the benefit of, the Lenders and all other Secured Parties (JPMCB, when acting in such capacitiesagency capacity, together with any successors and assigns in such capacities, herein called the “Administrative Agent”).

Appears in 1 contract

Samples: Loan and Security Agreement (Trade Desk, 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: 1.1 Revolving Commitments Schedule 1.1B: and Term Loans on Restatement Effective Date 3.1 Existing Letters of Credit Schedule 4.44.15 Subsidiaries 4.20(a) CCO Guarantee and Collateral Agreement UCC Filing Jurisdictions 4.20(b) Silo Guarantee and Collateral Agreement UCC Filing Jurisdictions 7.5(i) Permitted Dispositions EXHIBITS: Governmental Approvals, Consents, Authorizations, Filings A Form of CCO Guarantee 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: Collateral Agreement B Form of Compliance Certificate Exhibit C: C Form of Secretary’s/Managing Member’s Closing Certificate Exhibit D: D Form of Solvency Certificate Exhibit E: Addendum E Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: F Form of Revolving Loan Note Exhibit H-2: Reinvestment Notice G Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Exemption Certificate H Form of Collateral Information Certificate Exhibit K: Specified Subordinated Note I Form of Notice of Borrowing Exhibit L: J Form of Notice Release K Forms of Conversion/Continuation Master Assignment Agreements AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19March 18, 20211999, is entered into by as amended and restated as of April 27, 2004, among NERDWALLETCHARTER COMMUNICATIONS OPERATING, INC.LLC, a Delaware corporation limited liability company (“NerdWallet”the "Borrower"), NERDWALLET COMPARECCO HOLDINGS, INC.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”"Holdings"), 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”)JPMORGAN CHASE BANK, as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders Administrative Agent (in such capacitiescapacity, together with any successors successor, the "Administrative Agent"), JPMORGAN CHASE BANK, BANK OF AMERICA, N.A., CITICORP NORTH AMERICA, INC., and assigns CREDIT SUISSE FIRST BOSTON, acting through its Cayman Island Branch, as syndication agents (in such capacitiescapacity, the “Administrative Agent”"Syndication Agents"), GENERAL ELECTRIC CAPITAL CORPORATION, CREDIT LYONNAIS NEW YORK BRANCH and DEUTSCHE BANK SECURITIES INC., as documentation agents (in such capacity, the "Documentation Agents").

Appears in 1 contract

Samples: Credit Agreement (CCH Ii Capital Corp)

Schedules. Schedule 1.1A: Commitments I - List of Applicable Lending Offices Schedule 1.1B: II - Commitment Schedule Schedule III - Fronting Commitment Schedule Schedule IV - 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: A-1 - Form of Notice of Borrowing Exhibit L: A-2 - Form of Notice of Conversion/Continuation Conversion Exhibit A-3 - Form of Request for Issuance Exhibit B - Form of Assignment and Assumption Exhibit C-1 - Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-2 - Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-3 - Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit C-4 - Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, dated as of February 19June 3, 2021, is entered into by and among NERDWALLETENTERGY TEXAS, INC., a Delaware Texas 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 “LendersBanks)) listed on the signature pages hereof, SILICON VALLEY BANK 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 capacities, the “Administrative Agent”) for the Lenders (as defined below) hereunder, JPMorgan Chase Bank, N.A., BNP Paribas, Mizuho Bank, Ltd. and The Bank of Nova Scotia, as LC Issuing Banks (as defined below), and the other LC Issuing Banks parties hereto from time to time.

Appears in 1 contract

Samples: Credit Agreement (Entergy Arkansas, LLC)

Schedules. Schedule 1.1A: Commitments A Schedule 1.1B: Existing Letters 1 Defined Terms Selling Stockholders Schedule 5.1(b) List of Credit Subsidiaries Schedule 4.4: Governmental Approvals5.3(d) Schedule 5.5 Company Products Company Capitalization Table Schedule 5.5(a) Holders of Shares Schedule 5.5(d) Subsidiary Ownership Schedule 5.7 Certain Changes Schedule 5.8 Liabilities and Obligations Schedule 5.9 Contracts Schedule 5.11 Litigation Schedule 5.13 Property Schedule 5.15 Employees and Independent Contractors Schedule 5.16 Schedule 5.17 Sales and Use Taxes Permitted Liens Schedule 5.19 Insurance Schedule 5.20 Licenses Schedule 5.21 Operational Assets not Owned or Leased Schedule 5.22 List of Corporate Employees and Employment Contracts Schedule 5.23(b) Trademarks, Consents, Authorizations, Filings Domain Name Registration and Notices Material Software Schedule 4.13: Pension 5.25(a) List of Employee Benefit Plans Schedule 4.15: Subsidiaries 5.26 Financial Statements Schedule 4.17: Environmental Matters 5.27 Accounts Receivable 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 6.4 Parent Stock Capitalization STOCK PURCHASE AGREEMENT THIS AMENDED AND RESTATED CREDIT STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 19December 8, 2021, is entered into by and among NERDWALLETJUPITER WELLNESS, INC., a Delaware corporation (the “Parent”), JUPITER WELLNESS INVESTMENTS, INC., a Florida corporation (the “Buyer” and, together with the Parent, collectively, the “Buying Parties”), NEXT FRONTIER PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), NEXT FRONTIER HOLDINGS, INC., a Delaware corporation (“NerdWalletNFHI)) and the stockholders listed on Schedule 1 in the ownership amounts and addresses listed therein (the “Individual Stockholders”, 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” andNFHI, collectively, the “LendersSellers”). Each of the parties constituting the Buying Parties and the Sellers are hereinafter referred to individually as a “Party” and, SILICON VALLEY BANK (“SVB”)jointly, 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 AgentParties.).

Appears in 1 contract

Samples: Stock Purchase Agreement (Jupiter Wellness, Inc.)

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