Amendment, Restatement and Consolidation Clause Samples
POPULAR SAMPLE Copied 5 times
Amendment, Restatement and Consolidation. This Agreement amends and restates in its entirety the terms and provisions of the 2014 Credit Agreement and the terms and conditions contained in this Agreement shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the 2014 Credit Agreement. The Borrowers, Lenders and Administrative Agent further acknowledge and agree that all of the Credit Documents executed concurrently with this Agreement shall be deemed in full replacement of the corresponding documents under the loan governed by the 2014 Credit Agreement (the “2014 Credit Facility”) and the terms and conditions contained in the Credit Documents shall supersede and control the terms, covenants, agreements, rights, obligations and conditions of the documents executed in connection with the 2014 Credit Facility (the “2014 Credit Documents”). Borrowers agree that the consolidation, amendment and replacement of the 2014 Credit Agreement and the 2014 Credit Documents shall not impair the debt evidenced by the 2014 Credit Documents and does not constitute a novation of the 2014 Credit Agreement or 2014 Credit Documents, but evidences the same indebtedness evidenced thereby, as extended and modified pursuant to this Credit Agreement and the Credit Documents. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Page 133 IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed as of the date first above written. each a Delaware limited liability company By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page ADMINISTRATIVE AGENT: CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Duly Authorized Signatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender and Swingline Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Duly Authorized Signatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Director FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ Camy Wind Name: Camy Wind Title: SVP FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Authorized Signatory FIFTH AMENDED AND RESTATED CREDIT AGREEMENT – Signature Page By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Authorized Signer ...
Amendment, Restatement and Consolidation. PRIOR TO THE DATE HEREOF, CERTAIN OF THE DEBTORS EXECUTED AND DELIVERED SECURITY AGREEMENTS IN FAVOR OF NATIONSBANK IN CONNECTION WITH THE EXISTING CREDIT AGREEMENT (THE "EXISTING SECURITY AGREEMENTS"). SUCH DEBTORS AND THE SECURED PARTY ARE ENTERING INTO THIS SECURITY AGREEMENT SOLELY TO AMEND, RESTATE AND CONSOLIDATE IN THEIR ENTIRETY THE TERMS OF, AND THE OBLIGATIONS OWING UNDER AND IN CONNECTION WITH, THE EXISTING SECURITY AGREEMENTS. THE PARTIES DO NOT INTEND THIS SECURITY AGREEMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE, AND THIS SECURITY AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL NOT BE DEEMED OR CONSTRUED TO BE, A NOVATION OF ANY OF THE OBLIGATIONS OWING BY ANY SUCH DEBTOR UNDER OR IN CONNECTION WITH ANY OF THE EXISTING SECURITY AGREEMENTS. FURTHER, THE PARTIES DO NOT INTEND M-10 167 THIS SECURITY AGREEMENT NOR THE TRANSACTIONS CONTEMPLATED HEREBY TO AFFECT THE PERFECTION OR PRIORITY OF ANY LIEN (INCLUDING ANY LIEN PREVIOUSLY HELD BY NATIONSBANK BUT NOW HELD BY THE SECURED PARTY) HELD BY THE SECURED PARTY IN ANY OF THE PLEDGED COLLATERAL IN ANY WAY WHATSOEVER.
Amendment, Restatement and Consolidation. The effectiveness of this Agreement and the amendment, restatement and consolidation of the Existing Credit Agreements is subject to satisfaction or waiver of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of (A) this Agreement, (B) the Security Agreement, (C) the Pledge Agreement, (D) the Escrow and Security Agreement, (E) the Company Guaranty and (F) the Subsidiary Guaranty, in each case, sufficient in number for distribution to the Administrative Agent, each Lender and the Company;
(ii) a Note executed by the Borrowers in favor of each Lender requesting a Note;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) subject to delivery as referenced on Schedule 7.25, such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions specified in Schedule 4.01, which includes each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit K (which shall include matters of Delaware, North Carolina, South Carolina and Federal Law) and such other matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(vi) a favorabl...
Amendment, Restatement and Consolidation. Each of the parties hereto hereby agree that, on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto or any other Person: (i) each of the Existing Credit Agreements shall be deemed to be amended and restated in their entirety and consolidated pursuant to this Agreement; (ii) all Obligations (as defined in either of the Existing Credit Agreements, as applicable) under either of the Existing Credit Agreements that are outstanding on the Effective Date shall, in all respects, be continuing and shall be deemed to constitute Obligations hereunder, except as expressly modified hereby, and this Agreement shall not constitute a novation of any such Obligations (as defined in either of the Existing Credit Agreements, as applicable) or of any of the respective rights, duties and/or obligations of any of the parties hereunder; and (iii) all references in the other Loan Documents to 147741843_5 either of the Existing Credit Agreements shall be deemed (without further amendment) to refer to this Agreement.
Amendment, Restatement and Consolidation. This Agreement is an amendment, modification, extension, consolidation and restatement, and not an extinguishment or novation of the Existing Loan Agreements, and the liens, security interests and other obligations arising thereunder or evidenced thereby. Without limiting the foregoing, each Borrower hereby ratifies and confirms each "Loan Document" (as respectively defined in the Existing Loan Agreements) to which it is a party.[The Remainder of this Page Intentionally Left Blank]
Amendment, Restatement and Consolidation. Each Borrower and Bank acknowledges and agrees that (a) each of the Existing Loans and Existing Loan Documents is amended, restated and consolidated in accordance with the terms set forth herein and in the other Loan Documents, (b) the execution and delivery of this Agreement shall not constitute a novation, waiver or release of any of the Existing Loans, (c) all liens and security interests granted to Bank under the Existing Loan Documents shall continue in full force and effect, with the same priority as set forth therein or applicable thereto, except as expressly amended in connection herewith, (d) the Refinancing Loan shall be due and payable in accordance with the terms set forth herein and in the Refinancing Note, and (e) the Refinancing Loan represents an amendment, restatement and consolidation of the Existing Loans, which have been fully funded, and, as such, Bank has no obligation whatsoever to make any additional loans or advances to any Borrower and no Borrower has any right whatsoever to reborrow any amount that is hereafter repaid under this Agreement or the Refinancing Note.
Amendment, Restatement and Consolidation. This Second Amended, Restated and Consolidated Credit Agreement hereby amends, restates and consolidates, in all respects, (1) that certain Amended, Restated and Consolidated Credit Agreement dated as of December 21, 2016 by and between certain of the Borrower and Bank, as modified, amended, renewed, restated or replaced from time to time; and (2) that certain Construction Loan Agreement dated as of December 21, 2016 by and between GPM and Bank, as modified, amended, renewed, restated or replaced from time to time. No novation is intended hereby.
Amendment, Restatement and Consolidation. Each of the Original Warrants is hereby amended and restated in its entirety as set forth herein, and the Original Warrants are hereby collectively combined and consolidated to read in their entirety as this singular warrant (as so amended, restated, combined and consolidated, this “Warrant”).
Amendment, Restatement and Consolidation. Administrative Agent, CS Buyers and Seller entered into the Amended and Restated Master Repurchase Agreement, dated as of November 18, 2016, as amended, restated, supplemented or otherwise modified from time to time (the “Existing Agreement”). Barclays and Seller entered into the Amended and Restated Master Repurchase Agreement, dated as of April 23, 2015 (as amended, restated or otherwise modified from time to time, the “Existing Barclays Repurchase Agreement”). Administrative Agent, Buyers and the Seller desire to enter into Joinder and Amendment No. 4 to the Existing Agreement, dated as of November 30, 2017, but effective as of the Amendment Effective Date (“Amendment No. 4”), in order to consolidate, amend and restate the Existing Agreement and the Existing Barclays Repurchase Agreement in their entirety. The consolidation, amendment and restatement of the Existing Agreement and the Existing Barclays Repurchase Agreement shall become effective on the Amendment Effective Date, and each of Administrative Agent, Buyers and the Seller shall hereafter be bound by the terms and conditions of the Existing Agreement as amended by Amendment No. 4 (the “Consolidated Agreement”) and the other Program Agreements. The Consolidated Agreement consolidates, amends and restates the terms and conditions of the Existing Agreement and the Existing Barclays Repurchase Agreement, and is not a novation of any of the agreements or obligations incurred pursuant to the terms of the Existing Agreement or the Existing Barclays Repurchase Agreement. Accordingly, all of the agreements and obligations incurred pursuant to the terms of the Existing Agreement and the Existing Barclays Repurchase Agreement are hereby ratified and affirmed by the parties hereto and remain in full force and effect. For the avoidance of doubt, it is the intent of Administrative Agent, Buyers and the Seller that the security interests and liens granted in the Purchased Assets or Repurchase Assets pursuant to Section 8 of the Existing Agreement and Section 9 of the Existing Barclays Repurchase Agreement shall continue in full force and effect. All references to the Existing Agreement in any Program Agreement or other document or instrument delivered in connection therewith shall be deemed to refer to the Consolidated Agreement and the provisions hereof.
Amendment, Restatement and Consolidation. The Prior Pledge Agreements are hereby amended, restated and consolidated so that the Prior Pledge Agreements are replaced in their entirety by this Agreement.