Acknowledgment and Reaffirmation. 8.1 By its execution hereof, each of the Borrower, Holdings and the other Loan Parties hereby expressly (a) acknowledges and agrees to the terms and conditions of this Amendment, (b) reaffirms all of its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party, (c) acknowledges that the Fourth Amendment Loans shall constitute Obligations under the Credit Agreement and Secured Obligations (as defined in the Guarantee and Collateral Agreement), and (d) acknowledges that its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect. 8.2 Each of the Loan Parties hereby confirms its respective guarantees and other obligations, as applicable, under the Credit Agreement and each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated thereby, such guarantees and other obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders. 8.3 Each Loan Party hereby (x) confirms its grant of a security interest under the Guarantee and Collateral Agreement and each of the other Security Documents in favor of any Agent, for the benefit itself and the other Secured Parties and, (y) to the extent that the original grant of such security interest in the Collateral in which a security interest was to be granted pursuant to the Security Documents for any reason did not effect the grant of a security interest in favor of such Agent, for the benefit itself and the other Secured Parties, securing the Obligations, grants on the date hereof a security interest in all such Collateral to secure the Obligations. Each Loan Party hereby agrees, acknowledges and confirms that its grant of a security interest under the Security Documents secures all of the Obligations, direct or indirect, contingent or absolute, matured or unmatured, now or at any time and from time to time hereafter due or owing to any Agent, for the benefit itself and the other Secured Parties, arising under or in connection with the Credit Agreement and the Loan Documents. 8.4 On and after the effectiveness of this Amendment: (a) each reference in each Loan Document (to the extent such Loan Document is not otherwise amended and restated on the date hereof) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement as such agreement is amended and may be amended further, restated, modified or supplemented and in effect from time to time; (b) the definition of any term defined in any Loan Document by reference to the terms defined in the Credit Agreement shall be amended to be defined by reference to the defined term in the Credit Agreement, as amended hereby and as may be further amended, restated, modified or supplemented and in effect from time to time; and (c) each reference to the “Closing Date” appearing in Section 4 of the Guarantee and Collateral Agreement shall mean and be a reference to the date hereof.
Appears in 2 contracts
Samples: Credit Agreement (FreightCar America, Inc.), Credit Agreement (Pacific Investment Management Co LLC)
Acknowledgment and Reaffirmation. 8.1 By its execution hereof, each of the Borrower, Holdings and the other Each Loan Parties hereby expressly Party hereby:
(a) (i) acknowledges and agrees to that it has reviewed the terms and conditions provisions of this Amendment (including, without limitation, Section 6), (ii) consents to the amendment of the Credit Agreement effected pursuant to this Amendment, (biii) reaffirms all of its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other confirms that each Loan Documents to which it is a party, (c) acknowledges that the Fourth Amendment Loans shall constitute Obligations under the Credit Agreement and Secured Obligations (as defined in the Guarantee and Collateral Agreement), and (d) acknowledges that its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Loan Documents Document to which it is a party remain in full force and effect.
8.2 Each or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties (including the 2021 Incremental First Lien Lender) pursuant to any such Loan Parties hereby confirms its respective guarantees Document and other obligationsall Collateral encumbered thereby continues to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations”, “Guaranteed Obligations” or “Secured Obligations”, as applicable, under the Credit Agreement and each of the Loan Documents Document to which it is partya party (in each case as such terms are defined in the applicable Loan Document), and agrees that, notwithstanding hereby ratifies the effectiveness of this Amendment and the consummation of the transactions contemplated thereby, such guarantees and other obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders.
8.3 Each Loan Party hereby (x) confirms its grant of a security interest under the Guarantee and Collateral Agreement and each of the other Security Documents in favor of any Agent, for the benefit itself and the other Secured Parties and, (y) to the extent that the original grant of such security interest interests in the Collateral (as defined in which a security interest was to be the Credit Agreement) granted by it pursuant to the Security Collateral Documents for any reason did not effect and, without limiting the foregoing, does hereby grant of a security interest in favor of such AgentCollateral as security for the Secured Obligations (including, for the benefit itself avoidance of doubt, the obligations in respect of the 2021 Incremental First Lien Term Loan), and the other Secured Parties, securing the Obligations, grants on the date hereof a security interest in all such Collateral to secure the Obligations. Each Loan Party hereby agrees, (iv) acknowledges and confirms affirms that its grant of a security interest under the Security Documents secures all of 2021 Incremental First Lien Term Commitment and any 2021 Incremental First Lien Term Loan made or deemed made pursuant to this Amendment or the 2021 Incremental First Lien Term Commitment constitute “Obligations”, direct “Secured Obligations” or indirect, contingent or absolute, matured or unmatured, now or at any time “Guaranteed Obligations” and from time to time hereafter due or owing to any Agent, for the benefit itself and the other Secured Parties, arising under or similar defined terms used in connection with the Credit Agreement and the Loan Documents.
8.4 On and after the effectiveness of this Amendment:
(a) each reference in each Loan Document (to the extent such Loan Document is not otherwise amended and restated on the date hereof) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement as such agreement is amended and may be amended further, restated, modified or supplemented and in effect from time to time;
(b) the definition of any term defined in any Loan Document by reference to the terms defined in the Credit Agreement shall be amended to be defined by reference to the defined term in the Credit Agreement, as amended hereby and as may be further amended, restated, modified or supplemented and in effect from time to time; and
(c) each reference to the “Closing Date” appearing in Section 4 of the Guarantee and Collateral Agreement shall mean and be a reference to the date hereof.applicable;
Appears in 1 contract
Acknowledgment and Reaffirmation. 8.1 By its execution hereof, each of the Borrower, Holdings and the other Each Loan Parties hereby expressly Party hereby:
(a) (i) acknowledges and agrees to that it has reviewed the terms and conditions provisions of this Amendment (including, without limitation, Section 6), (ii) consents to the amendment of the Credit Agreement effected pursuant to this Amendment, (biii) reaffirms all of its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other confirms that each Loan Documents to which it is a party, (c) acknowledges that the Fourth Amendment Loans shall constitute Obligations under the Credit Agreement and Secured Obligations (as defined in the Guarantee and Collateral Agreement), and (d) acknowledges that its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Loan Documents Document to which it is a party remain in full force and effect.
8.2 Each or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties (including the New Incremental First Lien Lender) pursuant to any such Loan Parties hereby confirms its respective guarantees Document and other obligationsall Collateral encumbered thereby continues to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations”, “Guaranteed Obligations” or “Secured Obligations”, as applicable, under the Credit Agreement and each of the Loan Documents Document to which it is partya party (in each case as such terms are defined in the applicable Loan Document), and agrees that, notwithstanding (iv) acknowledges and affirms that the effectiveness of New Incremental First Lien Term Commitment and any New Incremental First Lien Term Loan made or deemed made pursuant to this Amendment or the New Incremental First Lien Term Commitment constitute “Obligations”, “Secured Obligations” or “Guaranteed Obligations” and the consummation of the transactions contemplated thereby, such guarantees and other obligations shall continue to be similar defined terms used in full force and effect and shall accrue to the benefit of the Lenders.
8.3 Each Loan Party hereby (x) confirms its grant of a security interest under the Guarantee and Collateral Agreement and each of the other Security Documents in favor of any Agent, for the benefit itself and the other Secured Parties and, (y) to the extent that the original grant of such security interest in the Collateral in which a security interest was to be granted pursuant to the Security Documents for any reason did not effect the grant of a security interest in favor of such Agent, for the benefit itself and the other Secured Parties, securing the Obligations, grants on the date hereof a security interest in all such Collateral to secure the Obligations. Each Loan Party hereby agrees, acknowledges and confirms that its grant of a security interest under the Security Documents secures all of the Obligations, direct or indirect, contingent or absolute, matured or unmatured, now or at any time and from time to time hereafter due or owing to any Agent, for the benefit itself and the other Secured Parties, arising under or in connection with the Credit Agreement and the Loan Documents.
8.4 On and after the effectiveness of this Amendment:
(a) each reference in each Loan Document (to the extent such Loan Document is not otherwise amended and restated on the date hereof) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement as such agreement is amended and may be amended further, restated, modified or supplemented and in effect from time to time;
(b) the definition of any term defined in any Loan Document by reference to the terms defined in the Credit Agreement shall be amended to be defined by reference to the defined term in the Credit Agreement, as amended hereby and as may be further amended, restated, modified or supplemented and in effect from time to time; and
(c) each reference to the “Closing Date” appearing in Section 4 of the Guarantee and Collateral Agreement shall mean and be a reference to the date hereof.applicable;
Appears in 1 contract
Samples: Incremental First Lien Term Commitments Amendment (GMS Inc.)
Acknowledgment and Reaffirmation. 8.1 By its execution hereof, each of the Borrower, Holdings and the other Loan Parties hereby expressly (a) acknowledges and agrees to the terms and conditions of this Amendment, (b) reaffirms all of its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party, (c) acknowledges that the Fourth Loans made on the Second Amendment Loans shall Funding Date constitute Obligations under the Credit Agreement and Secured Obligations (as defined in the Guarantee and Collateral Agreement), and (d) acknowledges that its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect.
8.2 Each of the Loan Parties hereby confirms its respective guarantees and other obligations, as applicable, under the Credit Agreement and each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated thereby, such guarantees and other obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders.
8.3 Each Loan Party hereby (x) confirms its grant of a security interest under the Guarantee and Collateral Agreement and each of the other Security Documents in favor of any Agent, for the benefit itself and the other Secured Parties and, (y) to the extent that the original grant of such security interest in the Collateral in which a security interest was to be granted pursuant to the Security Documents for any reason did not effect the grant of a security interest in favor of such Agent, for the benefit itself and the other Secured Parties, securing the Obligations, grants on the date hereof a security interest in all such Collateral to secure the Obligations. Each Loan Party hereby agrees, acknowledges and confirms that its grant of a security interest under the Security Documents secures all of the Obligations, direct or indirect, contingent or absolute, matured or unmatured, now or at any time and from time to time hereafter due or owing to any Agent, for the benefit itself and the other Secured Parties, arising under or in connection with the Credit Agreement and the Loan Documents.
8.4 On and after the effectiveness of this Amendment:
(a) each reference in each Loan Document (to the extent such Loan Document is not otherwise amended and restated on the date hereof) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement as such agreement is amended and may be amended further, restated, modified or supplemented and in effect from time to time;
(b) the definition of any term defined in any Loan Document by reference to the terms defined in the Credit Agreement shall be amended to be defined by reference to the defined term in the Credit Agreement, as amended hereby and as may be further amended, restated, modified or supplemented and in effect from time to time; and
(c) each reference to the “Closing Date” appearing in Section 4 of the Guarantee and Collateral Agreement shall mean and be a reference to the date hereof.
Appears in 1 contract
Samples: Credit Agreement (Pacific Investment Management Co LLC)
Acknowledgment and Reaffirmation. 8.1 By its execution hereof, each Each of the Borrower, Holdings and the other undersigned Loan Parties (collectively, the “Reaffirmation Parties”) hereby expressly (a) acknowledges and agrees to the foregoing terms and conditions provisions. Each of this Amendmentthe Reaffirmation Parties hereby ratifies, (b) confirms, and reaffirms all of its respective covenants, representations, warranties and other obligations set forth covenants contained in the Credit Agreement and the other Loan Documents to which it is a party, (c) acknowledges that the Fourth Amendment Loans shall constitute Obligations under the Credit Agreement and Secured Obligations (as defined in the Guarantee and Collateral Agreement), and (d) acknowledges that its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect.
8.2 . Each of the Loan Parties Reaffirmation Parties, as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Reaffirmation Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby confirms (a) ratifies and reaffirms all of its respective guarantees payment and other performance obligations, as applicablecontingent or otherwise, under the Credit Agreement and each of the Loan Documents to which it is party, a party (after giving effect hereto) and agrees that, notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated thereby, such guarantees and other obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders.
8.3 Each Loan Party hereby (x) confirms its grant of a security interest under the Guarantee and Collateral Agreement and each of the other Security Documents in favor of any Agent, for the benefit itself and the other Secured Parties and, (yb) to the extent that such Reaffirmation Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the original Secured Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interest in the Collateral in which a security interest was to be granted pursuant to the Security Documents for any reason did not effect the grant of a security interest in favor of such Agent, for the benefit itself interests and the other Secured Parties, securing the Obligations, grants on the date hereof a security interest in all such Collateral to liens hereafter secure the Obligations. Each Loan Party hereby agrees, acknowledges and confirms that its grant of a security interest under the Security Documents secures all of the ObligationsSecured Obligations as amended hereby. [________________] By: Name: Title: [________________] By: Name: Title: [OTHER REAFFIRMATION PARTIES] By: Name: Title: THIS ADDITIONAL LENDER AGREEMENT is made and entered into as of _______________, direct or indirect____ (this “Additional Lender Agreement”) to be effective as of the Joinder Effective Date (as defined herein), contingent or absoluteby and among CACTUS WELLHEAD, matured or unmaturedLLC, now or at any time and from time to time hereafter due or owing to any Agenta Delaware limited liability company (the “Borrower”), for the benefit itself and the other Secured PartiesJPMORGAN CHASE BANK, arising N.A., as Administrative Agent under or in connection with the Credit Agreement (as hereinafter defined), and the Loan Documents______________________________ (“Additional Lender”).
8.4 On and after the effectiveness of this Amendment:
(a) each reference in each Loan Document (to the extent such Loan Document is not otherwise amended and restated on the date hereof) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement as such agreement is amended and may be amended further, restated, modified or supplemented and in effect from time to time;
(b) the definition of any term defined in any Loan Document by reference to the terms defined in the Credit Agreement shall be amended to be defined by reference to the defined term in the Credit Agreement, as amended hereby and as may be further amended, restated, modified or supplemented and in effect from time to time; and
(c) each reference to the “Closing Date” appearing in Section 4 of the Guarantee and Collateral Agreement shall mean and be a reference to the date hereof.
Appears in 1 contract
Samples: Credit Agreement (Cactus, Inc.)
Acknowledgment and Reaffirmation. 8.1 By its execution hereofEach Obligor, jointly and severally, hereby acknowledges, agrees, confirms, reaffirms and stipulates:
(a) (x) to the validity, legality and enforceability of each of the Borrower, Holdings and guarantees of the other Loan Parties hereby expressly (a) acknowledges and agrees to the terms and conditions of this Amendment, (b) reaffirms all of its respective covenants, representations, warranties and other obligations Obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party, Documents; (cy) acknowledges that the Fourth Amendment Loans shall constitute reaffirmation of each of the guarantees of the Obligations under the Credit Agreement and Secured Obligations (as defined in the Guarantee and Collateral Agreement), and (d) acknowledges that its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement Loan Documents is a material inducement to the Lenders and the other Agent; and (z) that it has no defense to the enforcement of each of the guarantees of the Obligations set forth in the Loan Documents to which it is a party and its obligations under each such guarantee shall remain in full force and effect.effect until all the Obligations have been paid in full;
8.2 Each (b) (x) to the validity, legality and enforceability of the Loan Parties hereby confirms its respective guarantees and other obligations, as applicable, under the Credit Agreement and each of the Agent’s Liens on the assets and property of each of the Obligors pursuant to the Loan Documents Documents; (y) that the reaffirmation of each of the Agent’s Liens is a material inducement to which the Lenders and the Agent; and (z) that it is partyhas no defense to the enforcement of each of the Agent’s Liens, and agrees that, notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated thereby, such guarantees and other obligations Agent’s Liens shall continue to be remain in full force and effect until all the Obligations have been paid in full;
(c) that each Obligor hereby waives and shall accrue to releases any and all defenses, affirmative defenses, setoffs, claims, counterclaims, and causes of action of any kind or nature which he has asserted, or might assert, against any Lender, the benefit Agent or any of their respective subsidiaries or affiliates, or any of the Lenders.
8.3 Each Loan Party hereby (x) confirms its grant of a security interest under the Guarantee and Collateral Agreement and each of the other Security Documents in favor past, present or future officers, directors, contractors, employees, attorneys or agents of any AgentLender, for the benefit itself and the other Secured Parties andAgent or any such subsidiary or affiliate, (y) which in any way relate to the extent that the original grant of such security interest in the Collateral in which a security interest was to be granted pursuant to the Security Documents for any reason did not effect the grant of a security interest in favor of such Agent, for the benefit itself and the other Secured Parties, securing the Obligations, grants on the date hereof a security interest in all such Collateral to secure the Obligations. Each Loan Party hereby agrees, acknowledges and confirms that its grant of a security interest under the Security Documents secures all or arise out of the Obligations, direct the Agent’s Liens or indirectany of the Loan Documents;
(d) that each Obligor consents to the execution and delivery of this Fourth Amendment and agrees and acknowledges that the liability of each Obligor under each of the Loan Documents, contingent and the existence, creation, perfection or absoluteenforceability of any of the Agent’s Liens, matured shall not be diminished in any way by the execution and delivery of this Fourth Amendment or unmaturedby the consummation of any of the transactions contemplated hereby or thereby;
(e) that all notices required under the Loan Documents to be given by the Lenders or the Agent have been given by the Lenders or the Agent or validly waived, now including, without limitation, all notices of default, and all rights and/or opportunities to cure related thereto have expired or at lapsed;
(f) except as expressly set forth herein, neither any time Lender nor the Agent has agreed to (and from time has no obligation whatsoever to time hereafter due discuss, negotiate or owing agree to) any restructuring, modification, amendment, waiver or forbearance with respect to the Obligations or any of the terms of the Loan Documents;
(g) no understanding with respect to any Agentother restructuring, for modification, amendment, waiver or forbearance with respect to the benefit itself Obligations or any of the terms of the Loan Documents shall constitute a legally binding agreement or contract, or have any force or effect whatsoever, unless and until reduced to writing and signed by authorized representatives of each Obligor, each Lender and the other Secured PartiesAgent; and
(h) the execution and delivery of this Fourth Amendment has not established any course of dealing between the parties hereto or created any obligation or agreement of any Lender or the Agent with respect to any future restructuring, arising under modification, amendment, waiver or in connection forbearance with respect to the Credit Agreement and Obligations or any of the terms of the Loan Documents.
8.4 On and after the effectiveness of this Amendment:
(a) each reference in each Loan Document (to the extent such Loan Document is not otherwise amended and restated on the date hereof) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement as such agreement is amended and may be amended further, restated, modified or supplemented and in effect from time to time;
(b) the definition of any term defined in any Loan Document by reference to the terms defined in the Credit Agreement shall be amended to be defined by reference to the defined term in the Credit Agreement, as amended hereby and as may be further amended, restated, modified or supplemented and in effect from time to time; and
(c) each reference to the “Closing Date” appearing in Section 4 of the Guarantee and Collateral Agreement shall mean and be a reference to the date hereof.
Appears in 1 contract
Samples: Loan and Security Agreement (Hydrofarm Holdings Group, Inc.)
Acknowledgment and Reaffirmation. 8.1 By its execution hereof, each of the Borrower, Holdings and the other Each Loan Parties hereby expressly Party hereby:
(a) (i) acknowledges and agrees to that it has reviewed the terms and conditions provisions of this Amendment (including, without limitation, Section 7), (ii) consents to the amendment of the Credit Agreement effected pursuant to this Amendment, (biii) reaffirms all of its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other confirms that each Loan Documents to which it is a party, (c) acknowledges that the Fourth Amendment Loans shall constitute Obligations under the Credit Agreement and Secured Obligations (as defined in the Guarantee and Collateral Agreement), and (d) acknowledges that its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Loan Documents Document to which it is a party remain in full force and effect.
8.2 Each or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties (including the 2018 Incremental First Lien Lender) pursuant to any such Loan Parties hereby confirms its respective guarantees Document and other obligationsall Collateral encumbered thereby continues to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations”, “Guaranteed Obligations” or “Secured Obligations”, as applicable, under the Credit Agreement and each of the Loan Documents Document to which it is partya party (in each case as such terms are defined in the applicable Loan Document), and agrees that, notwithstanding hereby ratifies the effectiveness of this Amendment and the consummation of the transactions contemplated thereby, such guarantees and other obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders.
8.3 Each Loan Party hereby (x) confirms its grant of a security interest under the Guarantee and Collateral Agreement and each of the other Security Documents in favor of any Agent, for the benefit itself and the other Secured Parties and, (y) to the extent that the original grant of such security interest interests in the Collateral (as defined in which a security interest was to be the Credit Agreement) granted by it pursuant to the Security Collateral Documents for any reason did not effect and, without limiting the foregoing, does hereby grant of a security interest in favor of such AgentCollateral as security for the Secured Obligations (including, for the benefit itself avoidance of doubt, the obligations in respect of the 2018 Incremental First Lien Term Loan), and the other Secured Parties, securing the Obligations, grants on the date hereof a security interest in all such Collateral to secure the Obligations. Each Loan Party hereby agrees, (iv) acknowledges and confirms affirms that its grant of a security interest under the Security Documents secures all of 2018 Incremental First Lien Term Commitment and any 2018 Incremental First Lien Term Loan made or deemed made pursuant to this Amendment or the 2018 Incremental First Lien Term Commitment constitute “Obligations”, direct “Secured Obligations” or indirect, contingent or absolute, matured or unmatured, now or at any time “Guaranteed Obligations” and from time to time hereafter due or owing to any Agent, for the benefit itself and the other Secured Parties, arising under or similar defined terms used in connection with the Credit Agreement and the Loan Documents.
8.4 On and after the effectiveness of this Amendment:
(a) each reference in each Loan Document (to the extent such Loan Document is not otherwise amended and restated on the date hereof) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement as such agreement is amended and may be amended further, restated, modified or supplemented and in effect from time to time;
(b) the definition of any term defined in any Loan Document by reference to the terms defined in the Credit Agreement shall be amended to be defined by reference to the defined term in the Credit Agreement, as amended hereby and as may be further amended, restated, modified or supplemented and in effect from time to time; and
(c) each reference to the “Closing Date” appearing in Section 4 of the Guarantee and Collateral Agreement shall mean and be a reference to the date hereof.applicable;
Appears in 1 contract
Acknowledgment and Reaffirmation. 8.1 By its execution hereof, each of the Borrower, Holdings and the other Each Loan Parties hereby expressly Party hereby:
(a) (i) acknowledges and agrees to that it has reviewed the terms and conditions provisions of this Amendment (including, without limitation, Section 6), (ii) consents to the amendment of the Credit Agreement effected pursuant to this Amendment, (biii) reaffirms all of its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other confirms that each Loan Documents to which it is a party, (c) acknowledges that the Fourth Amendment Loans shall constitute Obligations under the Credit Agreement and Secured Obligations (as defined in the Guarantee and Collateral Agreement), and (d) acknowledges that its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Loan Documents Document to which it is a party remain in full force and effect.
8.2 Each or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties (including the 2017 Incremental First Lien Lender) pursuant to any such Loan Parties hereby confirms its respective guarantees Document and other obligationsall Collateral encumbered thereby continues to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations”, “Guaranteed Obligations” or “Secured Obligations”, as applicable, under the Credit Agreement and each of the Loan Documents Document to which it is partya party (in each case as such terms are defined in the applicable Loan Document), and agrees that, notwithstanding hereby ratifies the effectiveness of this Amendment and the consummation of the transactions contemplated thereby, such guarantees and other obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders.
8.3 Each Loan Party hereby (x) confirms its grant of a security interest under the Guarantee and Collateral Agreement and each of the other Security Documents in favor of any Agent, for the benefit itself and the other Secured Parties and, (y) to the extent that the original grant of such security interest interests in the Collateral (as defined in which a security interest was to be the Credit Agreement) granted by it pursuant to the Security Collateral Documents for any reason did not effect and, without limiting the foregoing, does hereby grant of a security interest in favor of such AgentCollateral as security for the Secured Obligations (including, for the benefit itself avoidance of doubt, the obligations in respect of the 2017 Incremental First Lien Term Loan), and the other Secured Parties, securing the Obligations, grants on the date hereof a security interest in all such Collateral to secure the Obligations. Each Loan Party hereby agrees, (iv) acknowledges and confirms affirms that its grant of a security interest under the Security Documents secures all of 2017 Incremental First Lien Term Commitment and any 2017 Incremental First Lien Term Loan made or deemed made pursuant to this Amendment or the 2017 Incremental First Lien Term Commitment constitute “Obligations”, direct “Secured Obligations” or indirect, contingent or absolute, matured or unmatured, now or at any time “Guaranteed Obligations” and from time to time hereafter due or owing to any Agent, for the benefit itself and the other Secured Parties, arising under or similar defined terms used in connection with the Credit Agreement and the Loan Documents.
8.4 On and after the effectiveness of this Amendment:
(a) each reference in each Loan Document (to the extent such Loan Document is not otherwise amended and restated on the date hereof) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement as such agreement is amended and may be amended further, restated, modified or supplemented and in effect from time to time;
(b) the definition of any term defined in any Loan Document by reference to the terms defined in the Credit Agreement shall be amended to be defined by reference to the defined term in the Credit Agreement, as amended hereby and as may be further amended, restated, modified or supplemented and in effect from time to time; and
(c) each reference to the “Closing Date” appearing in Section 4 of the Guarantee and Collateral Agreement shall mean and be a reference to the date hereof.applicable;
Appears in 1 contract