Amendment and Restatement; Effectiveness. (a) [Intentionally Omitted].
(b) On the date hereof, the Existing Pledge and Security Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Pledge and Security Agreement shall thereafter be of no further force and effect except to evidence the Liens granted thereunder and the incurrence by the Grantors of obligations thereunder (whether or not such obligations are contingent as of the date hereof). This Agreement is not in any way intended to constitute a novation of the obligations and liabilities existing under the Existing Pledge and Security Agreement or evidence payment or performance of all or any portion of such obligations and liabilities.
(c) The terms and conditions of this Agreement and the Agents’, the Noteholders’ and the Lenders’ rights and remedies under this Agreement and the other Loan Documents or Noteholder Documents shall apply to (i) all of the Multi-Currency Payment Obligations and all obligations of the Grantors incurred under the Multi-Currency Loan Documents, (ii) all of the Term Loan Payment Obligations and all obligations of the Grantors incurred under the Term Loan Documents and (iii) all of the Noteholder Payment Obligations and all obligations of the Grantors under the Noteholder Documents.
(d) Each Grantor hereby reaffirms the Liens granted pursuant to the Multi-Currency Loan Documents to Collateral Agent for the benefit of the Multi-Currency Secured Parties, which Liens shall continue in full force and effect during the term of this Agreement and any renewals thereof and shall continue to secure the Multi-Currency Secured Obligations.
(e) Each Grantor hereby reaffirms the Liens granted pursuant to the Term Loan Documents to the Collateral Agent for the benefit of the Term Loan Secured Parties, which Liens shall continue in full force and effect during the term of this agreement and any renewals thereof and shall continue to secure the Term Loan Secured Obligations.
(f) On and after the date hereof, (i) all references to the Existing Pledge and Security Agreement (or to any amendment or any amendment and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Pledge and Security Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Pledge and Security Agreement in any Multi-Currency Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of th...
Amendment and Restatement; Effectiveness. The amendment and restatement of the Existing Loan Agreement in the form hereof shall become effective (the “Closing Date”) upon (i) execution of this Loan Agreement by Agent, Lender, Borrower and Guarantor, (ii) execution of the Guaranty by Guarantor, (iii) execution of the Assignment Agreement by all parties thereto, (iv) receipt by Borrower of the duly executed Master Assignment and Assumption, dated as of the Closing Date, among Citizens Asset Finance, Inc. (formerly known as RBS Asset Finance, Inc.) (“Citizens”), U.S. Bank Equipment Finance, a division of U.S. Bank National Association (“U.S. Bank”) and Sumitomo Mitsui Banking Corporation (“SMBC”), as assignors, the other financial institutions party thereto, as assignees, and Agent, in the form of Annex I hereto and (iv) an opinion letter of inhouse counsel to Guarantor. On the Closing Date, (i) this Loan Agreement shall amend and restate the Existing Loan Agreement, (ii) each Existing Equipment Note shall constitute an Equipment Note hereunder and (iii) each Existing Advance shall be deemed to be an Advance hereunder (and shall constitute usage of the Maximum Loan Amount). For the avoidance of doubt, (A) each Existing Equipment Note shall be governed by this Loan Agreement but shall otherwise remain payable on the terms set forth therein and (B) the portion of each Existing Advance that remains unpaid on the Closing Date shall remain owing hereunder and under the applicable Existing Equipment Note pursuant to the terms of such Existing Equipment Note.
Amendment and Restatement; Effectiveness. The obligation of each Tranche A-2 Term Loan Lender to fund a Tranche A-2 Term Loan and the obligation of each Tranche A-1 Revolving Lender to fund a Tranche A-1 Revolving Loan requested to be made by it on the Amendment and Restatement Effective Date shall be subject to the prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4.01(B).
Amendment and Restatement; Effectiveness. This Agreement amends and restates in its entirety the Prior Agreement and shall be effective with respect to all parties to the Prior Agreement when executed and delivered by those parties required under Section 14 of the Prior Agreement even if this Agreement is not executed and delivered by other Persons whose signature blocks appear on the signature pages hereto.
Amendment and Restatement; Effectiveness. This Fee Letter amends, restates and replaces in its entirety that certain Fee Letter dated as of October 26, 2006 among the Seller, Falcon and the Agent (the “Existing Fee Letter”). This letter agreement is not intended to constitute a novation of the Existing Fee Letter and all fees that have accrued under the Existing Fee Letter up to the date hereof shall be payable as and when required in accordance with the terms thereof. All references in the Purchase Agreement or any other Transaction Document to a “Fee Letter” shall hereafter mean and be a reference to this Fee Letter.
Amendment and Restatement; Effectiveness. This Agreement amends and restates the Original Agreement in its entirety. This Agreement shall become effective as of the date first written above upon the execution and delivery of a counterpart hereof by each of the parties hereto.
Amendment and Restatement; Effectiveness. This letter agreement amends and restates in its entirety that certain Fee Letter dated as of December 20, 2001 among the parties hereto (the "EXISTING FEE LETTER"). This letter agreement is not intended to constitute a novation of the Existing Fee Letter, and all fees that have accrued under the Existing Fee Letter up to the date hereof shall have accrued at the rates specified in the Existing Fee Letter and shall be payable as and when required in accordance with the terms thereof. All fees accruing from and after the date hereof shall accrue at the rates specified in this letter agreement and shall be payable as and when required in accordance with the terms hereof.
Amendment and Restatement; Effectiveness. This Agreement shall become effective on the Effective Date.
Amendment and Restatement; Effectiveness. Each of the amendments set forth in Sections 2.1, 2.2 and 2.3 and each of the waivers set forth in Section 2.4 shall become effective on the Effective Date immediately following the repayment in full of all of the outstanding Term Loans (as defined in the Existing Credit Agreement).
Amendment and Restatement; Effectiveness. (a) This Agreement shall become effective on the Effective Date.
(b) On the Effective Date, the Existing Credit Agreement shall be amended and restated by the Credit Agreement together with this Agreement, and the Existing Credit Agreement (as amended and restated by the Credit Agreement and this Agreement) shall continue to evidence the Liens granted thereunder and the incurrence by the Grantors of obligations thereunder (whether or not such obligations are contingent as of the Effective Date). This Agreement is not in any way intended to constitute a novation of the Liens, interests or any obligations or liabilities existing under or granted pursuant to the Existing Credit Agreement or evidence payment or performance of all or any portion of such obligations and liabilities or the release of any lien under the Existing Credit Agreement. PLEDGE AND SECURITY AGREEMENT
