Amendment and Restatement. Effective as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.
Appears in 6 contracts
Sources: Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Inc.)
Amendment and Restatement. (a) Effective as of the Closing Effective Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing Debt and obligations (including the Obligations pursuant to Guarantees) under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents Agreement and that all Obligations Debt and other obligations (including the Guarantees) of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents thereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities (including the Guarantees) existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the terms of Section 13.2 of the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Exhibits and Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Effective Date, all references to the “"Credit Agreement” " contained therein shall be deemed to refer to this Agreement.
(b) Each of the parties hereto acknowledges that BNS resigned on the date hereof as administrative agent under the Original Credit Agreement and each of the other Loan Documents and that CIBC was appointed as successor administrative agent. For the avoidance of doubt, each of the parties hereto acknowledges and agrees that CIBC has succeeded BNS and is vested with all of the rights, powers, privileges and duties of the Agent under each of the Loan Documents, including this Agreement.
Appears in 3 contracts
Sources: Credit Agreement (Hudbay Minerals Inc.), Amending Agreement (Hudbay Minerals Inc.), Amending Agreement (Hudbay Minerals Inc.)
Amendment and Restatement. Effective as of the Closing Date, this (a) This Agreement amends and restates, in its entirety, and supersedes restates the Original Credit Existing Pledge Agreement. Each All rights, benefits, indebtedness, interests, liabilities and obligations of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit AgreementExisting Pledge Agreement and the agreements, documents and instruments executed and delivered in connection with the Existing Pledge Agreement (collectively, the Permitted Hedging Agreements “Existing Pledge Documents”) are hereby renewed, amended, restated and superseded in their entirety according to the other Loan Documents terms and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that provisions set forth in this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge This Agreement does not constitute, nor shall it result in, a waiver of, or release, discharge or forgiveness of, any amount payable pursuant to the Existing Pledge Agreement or any indebtedness, liabilities or obligations of any Pledgor thereunder, all of which are renewed and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under continued and are hereafter payable and to be performed in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit this Agreement and the other Loan Documents. Neither this Agreement nor any of the other Loan Documents extinguishes the indebtedness or liabilities outstanding in connection with the Existing Pledge Documents, nor do they constitute a novation with respect thereto.
(b) All security interests, pledges, assignments, and other Liens previously granted by each Pledgor pursuant to the Existing Pledge Documents are hereby renewed and continued, and all such security interests, pledges, assignments and other Liens shall continue remain in full force and effect and, from and after as security for the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this AgreementSecured Obligations.
Appears in 2 contracts
Sources: Pledge Agreement (Superior Essex Inc), Pledge Agreement (Superior Essex Inc)
Amendment and Restatement. Effective as of The parties hereto agree that, on the Closing Third Restatement Date, this the following transactions shall be deemed to occur automatically, without further action by any party hereto: (i) the Existing Credit Agreement amends shall be deemed to be amended and restates, restated in its entirety, entirety pursuant to this Agreement; (ii) all obligations under the Existing Credit Agreement outstanding on the Third Restatement Date shall in all respects be continuing and supersedes shall be deemed to Obligations outstanding hereunder; (iii) the Original guaranties made pursuant to the Existing Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound Agreement shall continue remain in full force and effect with respect to the Obligations and that are hereby reaffirmed; (iv) all Existing Letters of its obligations thereunder Credit outstanding under the Existing Credit Agreement on the Third Restatement Date shall be valid deemed to be Letters of Credit outstanding on the Third Restatement Date under this Agreement; and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of (v) all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and references in the other Loan Documents and that all Obligations of to the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents Existing Credit Agreement shall be secured by the Security Documents and that deemed to refer without further amendment to this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of to the Original Existing Credit Agreement validly made under and in accordance with the Original terms of Section 10.01 of the Existing Credit Agreement. Except The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the extent specifically amended hereby, each of Lenders or the Loan Documents (including Administrative Agent under the Schedules Existing Credit Agreement based on facts or events occurring or existing prior to the Original Credit Agreement execution and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to delivery of this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Radius Recycling, Inc.), Credit Agreement (Schnitzer Steel Industries Inc)
Amendment and Restatement. Effective as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges Borrower and the Lender hereby agrees that any of as follows:
(i) Except as expressly stated herein or amended hereby or pursuant to documents executed in connection herewith, the Loan Existing Facility Agreement and the other Facility Documents to which it is a party or otherwise bound shall continue are ratified and confirmed as remaining unmodified and in full force and effect and that with respect to all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by thereunder, except for the execution or effectiveness of Facility Documents terminated in connection with the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit AgreementRelease, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that (ii) this Agreement does not constitute a novation of the rights, obligations and liabilities of the respective parties existing under the Original Credit AgreementExisting Facility Agreement and such rights, the Permitted Hedging Agreements obligations and the other Loan Documents. The parties hereto further acknowledge liabilities shall continue and agree that remain outstanding, and (iii) this Agreement constitutes an amendment of amends, restates and replaces in its entirety the Original Credit Existing Facility Agreement.
(b) On the Effective Date, each Facility Document that was in effect immediately prior to the Effective Date other than the Existing Facility Agreement validly made under and such other Facility Documents that are terminated in accordance connection with the Original Credit Agreement. Except Release shall continue to be effective and, unless the context otherwise requires, any reference to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Existing Facility Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this AgreementAgreement and any reference to the Loans or obligations shall be deemed to refer to the Loans and obligations hereunder. For the avoidance of doubt, the Borrower acknowledges and confirms that the Security Documents secure all of the Borrower's obligations hereunder.
Appears in 2 contracts
Sources: Secured Revolving Facility Agreement, Secured Revolving Facility Agreement (DryShips Inc.)
Amendment and Restatement. Effective as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Existing Security Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements indebtedness and obligations under this Agreement and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements Company and the other Loan Documents Grantors hereunder and thereunder shall be secured by the Security Documents this Agreement and that this Agreement does not constitute a novation of the obligations and liabilities existing under any of the Original Credit Loan Documents (as defined in the Existing Security Agreement). It is understood and agreed that nothing herein shall, or shall be construed to, affect the security interest already created pursuant to the Existing Security Agreement, which security interest shall remain unchanged and unmodified in all respects and shall continue in full force and effect as existed prior to the Permitted Hedging Agreements and the other Loan Documentsdate hereof. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Existing Security Agreement validly made under and in accordance with the Original Credit terms of Section 8.4 of the Existing Security Agreement. Except to the extent In addition, unless specifically amended hereby, each of the Loan Documents (including the Exhibits and Schedules to the Original Credit Agreement and the other Loan Documents) Existing Security Agreement, as applicable, shall continue in full force and effect andand that, from and after the Closing Datedate hereof, all references to the “Security Agreement” contained therein shall be deemed to refer to this Agreement.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Emisphere Technologies Inc), Pledge and Security Agreement (Emisphere Technologies Inc)
Amendment and Restatement. Effective as of the Closing Date, this This Agreement amends and restates, restates in its entirety, and supersedes entirety the Original Credit Agreement among the parties hereto. Upon the occurrence of the Restatement Date, (a) the terms and provisions of the Original Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement and, unless expressly stated to the contrary, each reference to the Original Agreement in any of the Basic Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Original Agreement or the obligations and liabilities existing thereunder, (c) with respect to any date or time period occurring and ending prior to the Restatement Date, the rights and obligations of the parties to the Original Agreement shall be governed by the Original Agreement and the other Basic Documents (as defined therein) and (d) with respect to any date or time period occurring and ending on or after the Restatement Date, the rights and obligations of the parties hereto shall be governed by this Agreement and the other Basic Documents (as defined herein). The liens, security interests and other interests in the Specified Assets granted under the Original Agreement are and shall remain legal, valid, binding and enforceable to the extent also constituting Specified Assets hereunder. Each of the parties hereto hereby acknowledges and agrees that any of confirms the Loan Documents to which it is a party or otherwise bound shall continue in full force continuing existence and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all such liens, security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing interests in such Specified Assets granted under the Original Credit Agreement, and further agrees that the Permitted Hedging Agreements execution and the other Loan Documents. The parties hereto further acknowledge and agree that delivery of this Agreement constitutes an amendment of shall not in any way release, diminish, impair, reduce or otherwise affect such liens, security interests and other interests in such Specified Assets granted under the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.
Appears in 2 contracts
Sources: Purchase Agreement (Alliance Laundry Holdings Inc.), Purchase Agreement (ALH Holding Inc.)
Amendment and Restatement. Effective as of The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) all Loans (as defined in the Existing Credit Agreement) and other Obligations (as defined in the Existing Credit Agreement) outstanding on the Closing Date immediately prior to effectiveness of this Agreement amends shall in all respects be continuing and restates, in its entirety, shall be deemed to be Loans and supersedes Obligations outstanding hereunder on the Original terms set forth herein; (iii) the guarantees made to the lender and each other holder of the obligations under the Existing Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound , shall continue remain in full force and effect with respect to the Obligations and are hereby reaffirmed and (iv) the Obligations (as defined in the Existing Credit Agreement) held by lenders party to the Existing Credit Agreement that all are not Lenders hereunder as of its obligations thereunder the Closing Date shall be valid repaid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents their related commitments shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documentsterminated. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of to the Original Existing Credit Agreement validly made under and in accordance with the Original terms of Section 10.01 of the Existing Credit Agreement. Except The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the extent specifically amended hereby, each of Lender under the Loan Documents (including the Schedules Existing Credit Agreement based on facts or events occurring or existing prior to the Original Credit Agreement execution and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to delivery of this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De)
Amendment and Restatement. (a) On the Effective as Date, the Prior Agreement shall be amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant to Section 6.01(f) and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the Closing Date, “Obligations” (as defined in the Prior Agreement) under the Prior Agreement as in effect prior to the Effective Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(b) Notwithstanding the modifications effected by this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto representations, warranties and covenants of the Borrower contained in the Prior Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Loan Documents Administrative Agent, any Issuing Bank or any Lender, in each case, party to which it is a party or otherwise bound its successors arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Prior Agreement shall continue in full force survive the execution, delivery and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each provided in the Prior Agreement prior to the termination thereof.
(c) All indemnification obligations of the Loan Documents Borrower arising under the Prior Agreement (including any arising from a breach of the Schedules representations thereunder) shall survive to the Original Credit extent provided in the Prior Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references prior to the “Agreement” contained therein shall be deemed to refer to this Agreementtermination thereof.
Appears in 2 contracts
Sources: Credit Agreement (Magnum Hunter Resources Corp), Credit Agreement (Magnum Hunter Resources Corp)
Amendment and Restatement. Effective as of On the Closing Date, the Original Credit Agreement and the Original Guaranty and Collateral Agreement shall be amended, restated and superseded hereby in their entirety. The parties hereto acknowledge and agree that (i) this Agreement amends Agreement, any Notes delivered pursuant to Section 2.1.2 and restatesthe other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in its entirety, and supersedes the Original Credit Agreement. Each ) under the Original Credit Agreement as in effect prior to the Closing Date; (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement; (iii) the Liens on the Collateral (as defined herein) and as granted under the Collateral Documents (as defined in the Original Credit Agreement) securing payment of the parties hereto acknowledges such “Obligations” are in all respects continuing and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and secure the payment of the Obligations (as defined in this Agreement) and are hereby fully ratified and affirmed; provided, that all the Property of its obligations thereunder shall be valid the Borrowers’ securing such Liens is amended and enforceable restated pursuant to the terms of this Agreement; and shall not be impaired or limited by (iv) upon the execution or effectiveness of the amendment this Agreement all loans and restatement letters of the Original Credit Agreement. It is the intention of each of the parties hereto that credit outstanding under the Original Credit Agreement immediately before the effectiveness of this Agreement will be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations part of the Obligors Loans and Letters of Credit hereunder on the terms and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that conditions set forth in this Agreement does not constitute a novation Agreement. Without limitation of the foregoing, it is understood and agreed that the Borrowers’ security obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements Guaranty and the other Loan Documents. The parties hereto further acknowledge and agree that this Collateral Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to are evidenced by this Agreement.
Appears in 2 contracts
Sources: Credit and Security Agreement (Titan International Inc), Credit and Security Agreement (Titan International Inc)
Amendment and Restatement. Effective as (a) On the Closing Date the Existing Credit Agreement shall be amended, restated and superseded in its entirety hereby. The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant to Section 4.1(e) and the other Loan Documents executed and delivered in connection herewith do not constitute a novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Closing Date, Date and (ii) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(b) Notwithstanding the modifications effected by this Agreement amends of the representations, warranties and restates, covenants of the Borrower contained in its entirety, and supersedes the Original Existing Credit Agreement. Each of , the parties hereto Borrower acknowledges and agrees that any causes of action or other rights created in favor of the Loan Documents Administrative Agent, any Issuing Bank or any Lender, in each case, party to which it is a party or otherwise bound its successors arising out of the representations and warranties of the Borrower contained in or delivered in connection with the Existing Credit Agreement shall continue in full force survive the execution, delivery and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each provided in the Existing Credit Agreement prior to the termination thereof.
(c) All indemnification obligations of the Loan Documents Borrower arising under the Existing Credit Agreement (including any arising from a breach of the Schedules representations thereunder) shall survive to the Original Credit extent provided in the Existing Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references prior to the “Agreement” contained therein shall be deemed to refer to this Agreementtermination thereof.
Appears in 2 contracts
Sources: Credit Agreement (Mens Wearhouse Inc), Credit Agreement (Mens Wearhouse Inc)
Amendment and Restatement. On the Effective as of the Closing Date, this Agreement amends shall amend, restate and restates, supersede the Prior Loan Agreement in its entirety, except as provided in this Section. On the Effective Date, the rights and supersedes the Original Credit Agreement. Each obligations of the parties hereto acknowledges and agrees that any of evidenced by the Prior Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder Agreement shall be valid evidenced by this Agreement, and enforceable and the Prior Loan Agreement shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreementterminate. It is the intention of each intent of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does shall not constitute a novation of the obligations Prior Loan Agreement or an accord and liabilities existing under satisfaction of the Original Credit Obligations. Except as expressly provided for in this Agreement, the Permitted Hedging Agreements and the other Loan DocumentsDocuments are hereby ratified and reaffirmed and shall remain in full force and effect. The parties hereto further acknowledge Borrower hereby ratifies and agree that this Agreement constitutes an amendment reaffirms the validity and enforceability of all of the Original Credit Agreement validly made under liens and in accordance with the Original Credit Agreement. Except security interests heretofore granted pursuant to the extent specifically amended hereby, each of the Prior Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue , as collateral security for the Obligations, and acknowledges that all of such liens and security interests, and all Collateral heretofore pledged as security for the Obligations, continues to be and remains in full force and effect and, as Collateral for the Obligations. All references to the Prior Loan Agreement in any Loan Document or other document or instrument delivered in connection with the Prior Loan Agreement shall from and after the Closing Date, all references to the “Agreement” contained therein shall Effective Date be deemed to refer to this AgreementAgreement and the provisions hereof as amended, restated, or otherwise modified from time to time.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement (Miragen Therapeutics, Inc.)
Amendment and Restatement. Effective as of (a) On the Closing Datedate hereof, this Agreement amends and restates, in its entirety, and supersedes the Original Credit AgreementAgreement shall be amended, restated and superseded in its entirety by this Agreement but the indebtedness evidenced thereby shall neither be cancelled nor extinguished and the amounts funded by ▇▇ ▇▇▇▇ to Wachovia in accordance with the Assignment Agreement shall be deemed a Loan hereunder in all respects. Each of the The parties hereto acknowledges hereby (i) acknowledge and agrees agree that any the Liens granted under the Original Credit Agreement securing the payment of the Loan Documents to which it is a party or otherwise bound shall continue such indebtedness are in all respects continuing and in full force and effect effect, secure the payment of such indebtedness and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Datedate hereof shall secure the obligations under this Agreement in addition to such indebtedness and (ii) fully and unconditionally ratify and affirm all Transaction Documents.
(b) On and after the date hereof, all references (i) each reference in the Transaction Documents to the “Credit and Security Agreement”, “thereunder”, “thereof” contained therein or similar words referring to this Agreement shall mean and be deemed a reference to refer this Agreement as amended and restated hereby and (ii) each reference in the Transaction Documents to the “Obligations” shall mean and be a reference to the Obligations as defined in this Agreement.
Appears in 2 contracts
Sources: Credit and Security Agreement (Packaging Corp of America), Credit and Security Agreement (Packaging Corp of America)
Amendment and Restatement. Effective as of This Agreement shall amend and restate the Closing Date, this Original Credit Agreement amends and restates, in its entirety, with the parties hereby agreeing that there is no novation of the Original Credit Agreement or any other Original Loan Document and supersedes from and after the effectiveness of this Agreement, the rights and obligations of the parties under the Original Credit Agreement shall be subsumed and governed by this Agreement. From and after the effectiveness of this Agreement, the “Obligations” under the Original Credit Agreement shall continue as Obligations under this Agreement and the Loan Documents until otherwise paid in accordance with the terms hereof. The Security Documents and the grant of Liens on all of the Collateral described therein do and shall continue to secure the payment of all Obligations, and each Credit Party reaffirms its prior grant of the Liens granted by it pursuant to the “Security Documents” (as defined in the Original Credit Agreement. Each of the parties hereto acknowledges ) and agrees that any of the Loan Documents to which it is a party or otherwise bound all such Liens shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as after giving effect to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original are hereby confirmed and reaffirmed by each Credit Agreement, the Permitted Hedging Agreements and the other Loan DocumentsParty. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and all “Security Documents” (as defined in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue remain in full force and effect andafter the Effective Date in favor of and for the benefit of the Collateral Agent and the Secured Creditors (with each reference therein to the administrative agent, from and after the credit agreement or a loan document being a reference to the Administrative Agent, this Agreement or the other Loan Documents, as applicable), in each case, as such Security Documents are modified on the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreementand each Credit Party hereby confirms and ratifies its obligations thereunder.
Appears in 2 contracts
Sources: Credit Agreement (Kforce Inc), Credit Agreement (Kforce Inc)
Amendment and Restatement. Effective as of Each Obligor and Sprott Lender Party hereby acknowledges, confirms and agrees that:
(a) the Closing Date, Existing Loan Agreement shall be and is hereby amended and restated in its entirety by this Agreement;
(b) this Agreement amends incorporates amendments to the Existing Loan Agreement and restates, in its entirety, and supersedes has been restated solely for the Original Credit Agreement. Each purposes of incorporating those amendments to the Existing Loan Agreement that the parties hereto acknowledges have agreed upon;
(c) this Agreement will not discharge, result in a waiver of, or constitute a novation or termination of any obligation, covenant or agreement contained in the Existing Loan Agreement or in any agreements, guarantees, security or other document executed and agrees that delivered by or on behalf of any of the Loan Documents to Obligor in respect thereof or in connection therewith, which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except except to the extent specifically amended herebymodified by this Agreement;
(d) for greater certainty, each all debts, liabilities and obligations under the Existing Loan Agreement continue as Obligations under this Agreement, except to the extent modified by this Agreement, and the Guarantee continues to guarantee the Obligations as of and from the date of the Existing Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue remains in full force and effect effect; and, from
(e) on and after the Closing Datedate of this Agreement, all references any reference to “this Agreement”, “hereof”, “hereunder” and words of like effect in the Existing Loan Agreement and any reference to the “Loan Agreement in any other Project Finance Document will mean and be a reference to the Existing Loan Agreement” contained therein shall be deemed to refer to , as amended and restated by this Agreement.
Appears in 2 contracts
Sources: Loan Agreement (Bunker Hill Mining Corp.), Loan Agreement (Bunker Hill Mining Corp.)
Amendment and Restatement. This Agreement shall become effective on the Effective Date and shall supersede all provisions of the Prior Credit Agreement as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreementsuch date. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from From and after the Closing Date, Effective Date all references made to the “Agreement” contained therein shall Prior Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement.. The Borrower and the Guarantors heretofore executed and delivered certain Collateral Documents. The Borrower and the Guarantors hereby acknowledge and agree that the Liens created and provided for by the Collateral Documents continue to secure, among other things, the Obligations arising under this Agreement; and the Collateral Documents and the rights and remedies of the Administrative Agent thereunder, the obligations of the Borrower and the Guarantors thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents as to the indebtedness which would be secured thereby prior to giving effect to this Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Credit Agreement” and any other Loan Document referred to in any of the Collateral Documents shall from and after the date hereof be deemed a reference to this Agreement and the Loan Documents referred to herein
Appears in 1 contract
Amendment and Restatement. Effective as of the Closing Date, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement amends and restates, the Original Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Secured Obligations” under and as defined in its entirety, the Original Credit Agreement (whether or not such “Secured Obligations” are contingent as of the Closing Date). The terms and supersedes conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents shall apply to all of the Secured Obligations incurred under the Original Credit Agreement. Each of On and after the parties hereto acknowledges and agrees that any of Closing Date, (i) all references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to which it is a party refer to this Agreement and (ii) all references to any section (or otherwise bound subsection) of the Original Credit Agreement in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. The parties hereto acknowledge and agree that the Liens securing payment of the “Secured Obligations” as defined in the Original Credit Agreement, shall from and after the Closing Date secure the payment and performance of all Secured Obligations for the benefit of the Administrative Agent and the Secured Parties, and all such Liens shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and after giving effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.to
Appears in 1 contract
Sources: Credit Agreement (Virtus Investment Partners, Inc.)
Amendment and Restatement. Effective as Upon the execution and delivery by the parties hereto of the Closing Datethis Credit Agreement, (a) this Credit Agreement amends shall be deemed to amend, restate and restates, in its entirety, and supersedes supersede the Original Credit Agreement. Each , except that the grants of the parties hereto acknowledges security interests shall continue unaltered, and agrees that any of the Loan Documents to which it is a party or otherwise bound each other Document shall continue in full force and effect in accordance with its terms, and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that hereby ratify and confirm the Original Credit Agreement be amended terms thereof as being in full force and restated so as to preserve the perfection effect and priority of all security interests securing the Obligations pursuant to the Original unaltered by this Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except except to the extent specifically amended herebyexpressly amended, each superseded, restated or modified by or pursuant to this Credit Agreement or the other Documents; (b) all of the Loan Documents (including the Schedules to Indebtedness under the Original Credit Agreement and the other Loan original Documents will be converted to Indebtedness herein and shall be governed in all respects by this Credit Agreement and the other Documents, it being agreed and understood that this Credit Agreement does not constitute a novation, satisfaction, payment or reborrowing of any of the Indebtedness, nor does it operate as a waiver of any right, power or remedy of WFCF; (c) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein Original Credit Agreement in any Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Credit Agreement and the provisions hereof; and (d) each and every Transaction Statement and all Documents executed or issued are reauthorized and continue to be in full force and effect as if each Transaction Statement and Document were restated in connection with the execution of this Credit Agreement.
Appears in 1 contract
Amendment and Restatement. Effective as of the Closing Date, this This Agreement amends and restates, restates in its entirety, and supersedes entirety the Original Credit AgreementLSA. Each The obligations of Obligor as evidenced by the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound Original LSA shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be effect, as amended and restated so as to preserve the perfection in their entirety by this Agreement, all of such obligations being hereby ratified and priority of confirmed by Obligor. Any and all Liens, pledges, assignments and security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the Obligor’s obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) LSA shall continue in full force and effect andeffect, from are hereby ratified and after the Closing Dateconfirmed by Obligor, and are hereby acknowledged by Obligor to secure, among other things, all references of Obligor’s obligations to Lender under this Agreement, with the same priority, operation and effect as that relating to the “Agreement” obligations under the Original LSA. Nothing herein contained therein shall be deemed construed to refer extinguish, release, or discharge, or constitute, create, or effect a novation of, or an agreement to this Agreementextinguish, the obligations of Obligor with respect to the Indebtedness originally described in the Original LSA or any of the Liens, pledges, assignments and security interests securing such obligations. Lender acknowledges, agrees and consents to each Loan Document being amended and restated on the date hereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Chicken Soup for the Soul Entertainment, Inc.)
Amendment and Restatement. Effective This Agreement shall become effective on the Closing Date and shall supersede all provisions of the Prior Credit Agreement as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreementsuch date. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from From and after the Closing Date, Date all references made to the “Agreement” contained therein shall Prior Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. This Agreement amends and restates the Prior Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Prior Credit Agreement or the indebtedness, obligations and liabilities of the Borrower evidenced or provided for thereunder. The Loan Parties heretofore executed and delivered certain Loan Documents including without limitation the Collateral Documents. The Loan Parties hereby acknowledge and agree that the Liens created and provided for by the Loan Documents continue to secure, among other things, the Obligations arising under this Agreement, and the other Loan Documents, the rights and remedies of the Administrative Agent thereunder and the obligations of the Loan Parties thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents as to the indebtedness and other obligations which would be secured thereby prior to giving effect to this Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the "Credit Agreement" and any other Loan Document referred to in any of the Loan Documents shall from and after the date hereof be deemed a reference to this Agreement and the Loan Documents referred to herein.
Appears in 1 contract
Amendment and Restatement. Effective upon satisfaction of the conditions set forth in Section 4.1, this Agreement amends, restates, supersedes and replaces the Existing Credit Agreement in its entirety. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement and is not, and is not intended by the parties to be, a novation of the Existing Credit Agreement. All outstanding Loans and other Obligations (as defined in the Existing Credit Agreement) shall continue to be Loans and Obligations under this Agreement until repaid in cash by the Company. All rights and obligations of the parties shall continue in effect, except as otherwise expressly set forth herein. Without limiting the foregoing, no Default or Event of Default existing under the Existing Credit Agreement as of the Closing DateDate shall be deemed waived or cured by this amendment and restatement thereof. All references in the other Loan Documents to the Credit Agreement shall be deemed to refer to and mean this Agreement, as the same may be further amended, restated, supplemented or otherwise modified from time to time. Each Loan Party party to any Loan Document (as defined in the Existing Credit Agreement) entered into prior to execution of this Agreement amends (collectively, the “Reaffirmed Documents”) hereby (i) ratifies and restates, in reaffirms its entirety, obligations under each Reaffirmed Document except as otherwise amended and supersedes restated on the Original Credit Agreement. Each of the parties hereto Closing Date and (ii) acknowledges and agrees that any of (A) all Liens granted to the Loan Documents Administrative Agent to which it is a party or otherwise bound shall continue secure the Obligations (under and as defined in the Existing Credit Agreement) remain in full force and effect except as otherwise amended and that all restated on the Closing Date and (B) the validity, perfection and priority of its obligations thereunder shall be valid and enforceable and shall such Liens will not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Existing Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the or any other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this AgreementDocument.
Appears in 1 contract
Sources: Credit Agreement (Universal Health Realty Income Trust)
Amendment and Restatement. Effective Upon the execution and delivery of this Agreement, the “Obligations” (including, without limitation, interest and fees accrued to the date hereof) as of defined in and governed by the Closing DateInitial DIP Senior Loan Agreement (collectively, the “Original Obligations”) shall continue to be in full force and effect, but shall be governed by the terms and conditions set forth in this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of The Original Obligations, together with any and all additional Obligations incurred by the parties hereto acknowledges and agrees that Loan Parties hereunder or under any of the other Loan Documents, shall continue to be secured by all of the pledges and grants of security interests provided in connection with the Initial DIP Senior Loan Agreement (and, from and after the date hereof, shall be secured by all of the pledges and grants of security interests provided in connection with this Agreement), all as more specifically set forth in the Security Documents and the Orders. The Loan Parties hereby reaffirm their respective obligations under each Loan Document to which it is a party party, as amended, restated, amended and restated, supplemented or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited modified by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and by the other Loan Documents. The parties hereto Loan Parties further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) Document shall continue remain in full force and effect and, from following the execution and after delivery of this Agreement (except to the Closing Date, extent modified or replaced by any Loan Document delivered in connection herewith) and that all references to the “Agreement” contained therein or “Credit Agreement” in such Loan Documents shall be deemed to refer to this Agreement. The execution and delivery of this Agreement shall constitute an amendment and restatement, but not a novation or repayment, of the Original Obligations.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Colt Finance Corp.)
Amendment and Restatement. Effective as of the Closing Effective Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing Debt and obligations (including the Obligations pursuant to Guarantees) under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents Agreement and that all Obligations Debt and other obligations (including the Guarantees) of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents thereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities (including the Guarantees) existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the terms of Section 13.2 of the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Exhibits and Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Effective Date, all references to the “"Credit Agreement” " contained therein shall be deemed to refer to this Agreement.
Appears in 1 contract
Amendment and Restatement. Effective as of the Closing Effective Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing Debt and obligations (including the Obligations pursuant to Guarantees) under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents Agreement and that all Obligations Debt and other obligations (including the Guarantees) of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents thereunder shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities (including the Guarantees) existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the terms of Section 13.2 of the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Exhibits and Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement.
Appears in 1 contract
Amendment and Restatement. Effective as of the Closing Date, this 14.26.1 This Agreement amends and restates, restates in its entirety, and supersedes entirety the Original Credit Loan Agreement and, upon the effectiveness of this Agreement. Each , the terms and provisions of the parties hereto acknowledges and agrees that any of the Original Loan Documents Agreement shall, subject to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall Section 14.26.3, be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of superseded hereby.
14.26.2 Notwithstanding the amendment and restatement of the Original Credit Loan Agreement by this Agreement. It is the intention of each , all of the parties hereto that Obligations under the Original Credit Loan Agreement be amended which remain outstanding as of the date hereof, shall constitute Obligations owing hereunder. This Agreement is given in substitution for the Original Loan Agreement, and restated so not as to preserve the perfection and priority payment of all security interests securing the Obligations pursuant of the Borrowers thereunder, and is in no way intended to constitute a novation of the Original Loan Agreement.
14.26.3 Upon the effectiveness of this Agreement, unless the context otherwise requires, each reference to the Original Credit Agreement, Loan Agreement in any of the Permitted Hedging Agreements and the other Loan Documents and that all Obligations in each document, instrument or agreement executed and/or delivered in connection therewith shall mean and be a reference to this Agreement. Except as expressly modified as of the Obligors hereunder and under the Permitted Hedging Agreements and Closing Date, all of the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue remain in full force and effect andand are hereby ratified and confirmed. Without limiting the generality of the foregoing, from all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Obligor pursuant to the Loan Documents executed and delivered in connection with the Original Loan Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees shall remain in full force and effect as security for the Obligations on and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Radiant Logistics, Inc)
Amendment and Restatement. Effective as immediately upon the satisfaction or waiver of the Closing Dateconditions set forth in Section 4.1, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended shall amend and restated so as to preserve restate the perfection and priority of all security interests securing the Obligations pursuant to the Original Existing Credit Agreement, and the Permitted Hedging Agreements Existing Credit Agreement shall be superseded in its entirety by this Credit Agreement, it being acknowledged and agreed that this Credit Agreement does not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under any “Loan Document” (as defined in the Existing Credit Agreement). All Loan Document Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other “Loan Documents” (as defined in the Existing Credit Agreement) shall continue to be outstanding except as expressly modified by this Credit Agreement and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured governed in all respects by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents. This Credit Agreement is in no way intended to constitute a novation of the Existing Credit Agreement or the Loan Document Obligations (as defined in the Existing Credit Agreement) shall continue in full force and effect and, from and after the Closing Date, all or a surrender of such Loan Document Obligations. All references to the “Agreement” contained therein Existing Credit Agreement in any Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to refer be a reference to this Credit Agreement, and the provisions of this Credit Agreement shall prevail in the event of any conflict or inconsistency between such provisions of those of the Existing Credit Agreement.
Appears in 1 contract
Amendment and Restatement. Effective as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Existing Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Obligations pursuant to the Original Existing Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents Agreement and that all Indebtedness and Obligations (other than Excluded Swap Obligations) of the Obligors Holdings and its Subsidiaries hereunder and under the Permitted Hedging Agreements and the other Loan Documents thereunder shall be secured by the Security Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Existing Credit Agreement. Each of the Credit Parties confirms for the benefit of the Secured Parties (including, without limitation, any future Lender) that the Permitted Hedging Agreements Collateral Documents shall continue in full force and effect and each of the other Loan Credit Parties hereby acknowledges and agrees that the Collateral and Liens granted by it pursuant to or in connection with the Existing Credit Agreement shall remain continuous and unaffected in accordance with the provisions of the Collateral Documents and such Collateral or Liens shall maintain the priority ranking originally achieved and shall not be discharged or released, and that the obligations secured thereunder will be the obligations defined as such in the Collateral Documents as those obligations have been amended (which includes any new commitments and/or the increase of any commitments) pursuant to this Agreement and any amended or new Credit Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Existing Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each terms of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.Section 10.5
Appears in 1 contract
Amendment and Restatement. On the Effective as of the Closing Date, this the Existing Loan Agreement amends is hereby amended and restatesrestated, and superseded in its entirety, by and supersedes the Original Credit as set forth in this Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge that:
(a) certain of the Lenders made revolving loans to the Borrower and agree that certain of its subsidiaries pursuant to the Existing Loan Agreement which loans are evidenced by certain Revolving Credit Notes, each dated August 6, 2007, executed by such borrowers and payable to such Lenders (collectively, the “Original Revolving Credit Notes”);
(b) from and after the date hereof, all revolving credit loans heretofore made by any of the Lenders under the Existing Loan Agreement and all Revolving Credit Loans made pursuant to this Agreement constitutes an amendment shall be evidenced only by the Revolving Credit Notes and shall be governed and controlled by the terms and conditions of this Agreement;
(c) the Original Revolving Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except Notes, to the extent specifically amended herebynecessary, each of the Loan Documents (including the Schedules to amend and restate the Original Revolving Credit Notes; and
(d) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, including, without limitation, the Revolving Credit Notes, (i) shall continue are not a novation, or given as payment or satisfaction, of the Existing Loan Agreement or any Original Revolving Credit Note and (ii) do not constitute a reborrowing or termination of the “Obligations” (as defined in full force and the Existing Loan Agreement) under the Existing Loan Agreement as in effect and, from and after the Closing Date, all references prior to the Effective Date and such “AgreementObligations” contained therein shall be deemed to refer to are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement.
Appears in 1 contract
Amendment and Restatement. Effective as of the Closing Date, this This Agreement amends and restates, restates in its entirety, and supersedes as of the date hereof, the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of Notwithstanding the amendment and restatement of the Original Credit Agreement by this Agreement. It is , (i) the intention of Seller Representative and each of Seller shall continue to be liable to the parties hereto that Administrative Agent or any other Indemnified Party (as such terms are defined in the Original Credit Agreement be amended Agreement) for fees, expenses and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations amounts and liabilities existing which are accrued and unpaid under the Original Credit AgreementAgreement on the date hereof (collectively, the Permitted Hedging Agreements “Original Agreement Outstanding Amounts”) and all agreements to indemnify or otherwise for the other Loan Documents. The benefit of such parties hereto further acknowledge in connection with events or conditions arising or existing prior to the date hereof and agree that this Agreement constitutes an amendment of (ii) the security interest created under the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue remain in full force and effect andas security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts have been paid in full. Upon the effectiveness of this Agreement, from and after the Closing Date, all references each reference to the “Agreement” contained therein Original Agreement in any Purchase Document or in any other document, instrument or agreement shall mean and be deemed to refer a reference to this Agreement. For the avoidance of doubt, until terminated by mutual consent of the parties thereto, the Suspension Letter shall remain in full force and effect in accordance with its terms notwithstanding the amendment and restatement of the Original Agreement by this Agreement. The Parties may agree to execute additional side letters related to the suspension of sales of Receivables hereunder from time to time.
Appears in 1 contract
Sources: Master Accounts Receivable Purchase Agreement (Perspecta Inc.)
Amendment and Restatement. Effective as of It is intended by the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each parties hereto that (a) all obligations of the parties hereto acknowledges under the Existing Credit Agreement shall continue to exist under and agrees that any of be evidenced by this Agreement and the other Loan Documents; and (b) except as expressly stated herein or amended hereby, the Existing Credit Agreement and the other Loan Documents to which it is a party or otherwise bound shall continue are ratified and confirmed as remaining unmodified and in full force and effect and with respect to all obligations thereunder; it being understood that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It it is the intention of each intent of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the rights, obligations and liabilities of the respective parties existing under the Original Existing Credit AgreementAgreement and such rights, the Permitted Hedging Agreements obligations and the other Loan Documents. The parties hereto further acknowledge liabilities shall continue and agree remain outstanding, and that this Agreement constitutes an amendment of amends, restates and replaces in its entirety the Original Credit Agreement validly made under and in accordance with the Original Existing Credit Agreement. Except On the Fourth Restatement Effective Date, each Loan Document that was in effect immediately prior to the extent specifically amended hereby, each of Fourth Restatement Effective Date other than the Loan Documents (including the Schedules to the Original Existing Credit Agreement and the such other Loan Documents) Documents that are amended or -49- 4159-4780-3173 amended and restated in connection herewith shall continue in full force and effect to be effective and, from and after unless the Closing Datecontext otherwise requires, all references any reference to the “Agreement” Existing Credit Agreement contained therein shall be deemed to refer to this Agreement and any reference to the Loans or Obligations shall be deemed to refer to the Loans and Obligations under this Agreement. Prior to the Fourth Restatement Effective Date, all Loan Documents (as defined in the Existing Credit Agreement) shall remain in full force in effect in accordance with their existing terms.
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Amendment and Restatement. Effective Upon the effectiveness of this Agreement, the Amended and Restated Pledge and Security Agreement, dated as of the Closing DateJuly 3, this Agreement amends and restates2013, by Grantors in favor of ▇▇▇▇▇ Fargo, in its entiretycapacity as the collateral agent (the “Original Security Agreement”), shall be amended and supersedes restated in its entirety by this Agreement. The effectiveness of this Agreement shall not constitute a novation or repayment of the Obligations (as defined in the Original Credit Agreement). Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue Such Obligations (as defined in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is ), together with any and all additional Obligations incurred by the intention of each of Grantors under the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority or under any of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents Documents, shall continue to be secured by by, among other things, the Security Documents Collateral, whether now existing or hereafter acquired and that wheresoever located, all as more specifically set forth in this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto Each Grantor hereby further acknowledge ratifies and agree that this Agreement constitutes an amendment reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Original Credit Security Agreement validly made or any other Loan Document, to Collateral Agent, as collateral security for the obligations under and the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens and security interests, and all collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the Original Credit Agreementdate hereof. Except to Each Grantor hereby further reaffirms its obligations, liabilities, and the extent specifically amended herebyvalidity of all covenants by it contained in any and all Loan Documents, each of the Loan Documents (including the Schedules to the Original Credit as amended, supplemented or otherwise modified by this Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this Agreement.
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Amendment and Restatement. This Agreement shall become effective on the Effective Date and shall supersede all provisions of the Prior Credit Agreement as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreementsuch date. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from From and after the Closing Date, Effective Date all references made to the “Agreement” contained therein shall Prior Credit Agreement in any Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. The Borrower and the Guarantors heretofore executed and delivered to the Administrative Agent the Pledge Agreement, the Security Agreement, the Mortgages and certain other Collateral Documents. The Borrower and the Guarantors hereby acknowledge and agree that the Liens created and provided for by the Collateral Documents continue to secure, among other things, the Obligations arising under this Agreement; and the Collateral Documents and the rights and remedies of the Administrative Agent thereunder, the obligations of the Borrower and the Guarantors thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents as to the indebtedness which would be secured thereby prior to giving effect to this Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the "Credit Agreement" and "Notes" referred to in the Pledge Agreement, Security Agreement, Mortgages and any other Collateral Documents shall from and after the date hereof be deemed a reference to this Agreement and the Notes issued hereunder.
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Amendment and Restatement. Effective upon satisfaction of the conditions set forth in Section 4.1, this Agreement amends, restates, supersedes and replaces the Existing Credit Agreement in its entirety. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement and is not, and is not intended by the parties to be, a novation of the Existing Credit Agreement. All outstanding Loans and other Obligations (as defined in the Existing Credit Agreement) shall continue to be Loans and Obligations under this Agreement until repaid in cash by the Company. All rights and obligations of the parties shall continue in effect, except as otherwise expressly set forth herein. Without limiting the foregoing, no Default or Event of Default existing under the Existing Credit Agreement as of the Closing DateDate shall be deemed waived or cured by this amendment and restatement thereof. All references in the other Loan Documents to the Credit Agreement shall be deemed to refer to and mean this Agreement, as the same may be further amended, restated, supplemented or otherwise modified from time to time. Each Credit Party party to any Loan Document (as defined in the Existing Credit Agreement) entered into prior to execution of this Agreement amends (collectively, the “Reaffirmed Documents”) hereby (i) ratifies and restates, in reaffirms its entirety, obligations under each Reaffirmed Document except as otherwise amended and supersedes restated on the Original Credit Agreement. Each of the parties hereto Closing Date and (ii) acknowledges and agrees that any of (A) all Liens granted to the Loan Documents Agent to which it is a party or otherwise bound shall continue secure the Obligations (under and as defined in the Existing Credit Agreement) remain in full force and effect except as otherwise amended and that all restated on the Closing Date and (B) the validity, perfection and priority of its obligations thereunder shall be valid and enforceable and shall such Liens will not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Existing Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the or any other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer to this AgreementDocument.
Appears in 1 contract
Sources: Credit Agreement (Universal Health Realty Income Trust)
Amendment and Restatement. Effective as This Agreement amends, restates, supersedes and replaces in its entirety the Existing Credit Agreement; provided that nothing contained herein is intended to or shall be deemed to evidence the repayment, satisfaction or novation of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of the parties hereto acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its Borrowers’ obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Banks and the Administrative Agent under such superseded Existing Credit Agreement, the Permitted Hedging Agreements all of which obligations are hereby ratified and the other Loan Documents affirmed and that all Obligations of the Obligors hereunder which shall hereafter be deemed outstanding under (and under the Permitted Hedging Agreements and the other Loan Documents shall be secured governed by the Security Documents and that terms of) this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of Without limiting the Original foregoing, upon the Effective Date: (i) all obligations with any Bank under the Existing Credit Agreement validly made under and or the “Loan Documents” (as defined in accordance with the Original Existing Credit Agreement. Except to ) which are outstanding on the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Effective Date shall continue as obligations under this Agreement and the other Loan Documents, and (ii) the Administrative Agent shall continue make such reallocations, sales, assignments or other relevant actions in respect of “Borrowings” as defined in and outstanding under the Existing Credit Agreement as are necessary to keep outstanding Borrowings ratable with the Revolving Credit Exposures and unused Commitments of the Banks on the Effective Date. For the avoidance of doubt, that certain ▇▇▇▇▇▇ Letter dated January 7, 2022 by the Administrative Agent and the Banks issued under the Existing Credit Agreement for the benefit of and acknowledged by BlackRock Funds V, on behalf of BlackRock Strategic Income Opportunities Portfolio, remains in full force and effect andeffect, from and after the Closing Date, all references to the “Agreement” contained therein shall be deemed to refer is hereby ratified and affirmed by each party to this Agreement.
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Amendment and Restatement. Effective as The indebtedness and obligations evidenced by this Agreement and all instruments, agreements, and documents executed in connection herewith constitute an amendment, renewal, and restatement of all indebtedness and obligations of the Closing DateBorrower evidenced by the prior loan agreements, this Agreement amends and restates, in its entiretypromissory notes, and supersedes related loan documents (the Original Credit Agreement. Each of the parties hereto acknowledges "Prior Loan Documents") and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue remain in full force and effect except to extent modified by this Agreement and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment notes and restatement of the Original Credit Agreementother documents executed in connection herewith. It is the intention of each of the parties hereto that the Original Credit Agreement be amended All Uniform Commercial Code financing statements, fixtures filings, and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant agreements and/or collateral assignments executed and delivered to the Original Credit Agreement, Bank in connection with the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Prior Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement validly made under and in accordance with the Original Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue remain in full force and effect andin all respects as if the indebtedness and obligations secured and perfected with respect to such Uniform Commercial Code financing statements, from security agreements and after collateral assignments had been payable originally as provided by this Agreement and by the Closing Dateinstruments, all references to agreements and documents executed in connection herewith. If any inconsistency exists between this Agreement and the “original Loan Agreement” , the terms of this Agreement shall prevail. Nothing contained therein in this Agreement or in any security agreement, assignment, collateral assignment, mortgage or other document or instrument executed contemporaneously herewith shall be deemed to refer satisfy or discharge the indebtedness evidenced by the Prior Loan Documents (this being an amendment and restatement only) or terminate the security interests, assignments, mortgages, financing statements, fixture filings, or other documents or instruments previously executed and delivered granted to this Agreementthe Bank prior to the date hereof.
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Amendment and Restatement. Effective as of the Closing Date, this Agreement amends and restates, in its entirety, and supersedes the Original Credit Agreement. Each of It is intended by the parties hereto acknowledges that except as expressly stated herein or amended hereby or pursuant to documents executed in connection herewith, the Existing Credit Agreement and agrees that any of the other Loan Documents to which it is a party or otherwise bound shall continue are ratified and confirmed as remaining unmodified and in full force and effect and with respect to all obligations thereunder; it being understood that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of the amendment and restatement of the Original Credit Agreement. It it is the intention of each intent of the parties hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing the Obligations pursuant to the Original Credit Agreement, the Permitted Hedging Agreements and the other Loan Documents and that all Obligations of the Obligors hereunder and under the Permitted Hedging Agreements and the other Loan Documents shall be secured by the Security Documents and that this Agreement does not constitute a novation of the rights, obligations and liabilities of the respective parties existing under the Original Existing Credit AgreementAgreement and such rights, the Permitted Hedging Agreements obligations and the other Loan Documents. The parties hereto further acknowledge liabilities shall continue and agree remain outstanding, and that this Agreement constitutes an amendment of amends, restates and replaces in its entirety the Original Credit Agreement validly made under and in accordance with the Original Existing Credit Agreement. Except to the extent specifically amended hereby, each of the Loan Documents (including the Schedules to the Original Credit Agreement and the other Loan Documents) shall continue in full force and effect and, from and after On the Closing Date, all references each Loan Document that was in effect immediately prior to the “Agreement” Closing Date other than the Existing Credit Agreement and such other Loan Documents that are amended or amended and restated in connection herewith shall continue to be effective and, unless the context otherwise requires, any reference to the Existing Credit Agreement contained therein shall be deemed to refer to this Agreement and any reference to the Loans or Obligations shall be deemed to refer to the Loans and Obligations as defined in this Agreement. For the avoidance of doubt, the Borrower confirms that the Security Documents secure the Obligations as defined in this Agreement and reaffirms the Security Documents. Prior to the Closing Date, all Loan Documents (as defined in the Existing Credit Agreement) shall remain in full force in effect in accordance with their existing terms.
Appears in 1 contract
Sources: Credit Agreement (Box Inc)