Common use of Certain Affiliate Transactions Clause in Contracts

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B Form of Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Security Agreement I Mortgage J Landlord Waiver and Personal Property Collateral Access Agreement K Intercompany Note L Form of Administrative Questionnaire CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of May 25, 2021 (as amended by Amendment No. 1 to Credit and Guaranty Agreement dated August 11, 2021, Amendment No. 2 to Credit and Guaranty Agreement dated as of August 8, 2022, and Amendment No. 3 to Credit and Guaranty Agreement dated as of December 6, 2022) is entered into by and among PLAYBOY ENTERPRISES, INC., a Delaware corporation (the “Borrower”), PLBY GROUP, INC., a Delaware corporation (“Holdings”), and certain subsidiaries of the Borrower, as Guarantors, the Lenders party hereto from time to time and ACQUIOM AGENCY SERVICES LLC, as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as the Collateral Agent (together with its permitted successor in such capacity, the “Collateral Agent”).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (PLBY Group, Inc.)

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Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B Form of Note C C-1 Compliance Certificate C-2 Payment Conditions Compliance Certificate D Assignment Agreement E E-1 Form of U.S. Tax Compliance Certificate re Non-Bank Status E-2 Form of U.S. Tax Compliance Certificate E-3 Form of U.S. Tax Compliance Certificate E-4 Form of U.S. Tax Compliance Certificate F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Security Agreement I Mortgage [reserved] J Landlord Waiver and Personal Property Collateral Access Agreement K Intercompany Note L Form of Administrative Questionnaire K Borrowing Base Certificate ABL CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of May 25November 22, 2021 (as amended by Amendment No. 1 to Credit and Guaranty Agreement dated August 112019, 2021, Amendment No. 2 to Credit and Guaranty Agreement dated as of August 8, 2022, and Amendment No. 3 to Credit and Guaranty Agreement dated as of December 6, 2022) is entered into by and among PLAYBOY ENTERPRISESTIVO CORPORATION, INC.as Borrower, a Delaware corporation (the “Borrower”), PLBY GROUP, INC., a Delaware corporation (“Holdings”), and certain subsidiaries of the BorrowerCERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders and Issuing Banks party hereto from time to time and ACQUIOM AGENCY SERVICES LLCtime, XXXXXX XXXXXXX SENIOR FUNDING, INC. (“Xxxxxx Xxxxxxx”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as the Collateral Agent (together with its permitted successor in such capacity, the “Collateral Agent”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo”) as a Co-Collateral Agent.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (TiVo Corp)

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B Form of A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-3 Hedge L/C Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I J Sponsor Pledge Agreement K Mortgage J L Landlord Waiver and Personal Property Consent Agreement M Collateral Access Trust Agreement K Intercompany Note L Form of Administrative Questionnaire CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of May 25July 7, 2021 (as 2004 and amended by Amendment No. 1 to Credit and Guaranty Agreement dated August 11, 2021, Amendment No. 2 to Credit and Guaranty Agreement dated as of August 8July 21, 20222004, and Amendment No. 3 to Credit and Guaranty Agreement dated as of December 6, 2022) is entered into by and among PLAYBOY ENTERPRISESXXXXXX & XXXXX CORPORATION, INC., a Delaware an Ohio corporation (the “Borrower”"COMPANY"), PLBY GROUP, INC., a Delaware corporation (“Holdings”), and certain subsidiaries of the BorrowerCERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time and ACQUIOM AGENCY SERVICES LLCtime, XXXXXXX SACHS CREDIT PARTNERS L.P. ("GSCP"), as Sole Lead Arranger, Sole Book Runner, Syndication Agent (in such capacities, "SYNDICATION AGENT"), and Administrative Agent (together with its permitted successors in such capacity, the “Administrative "ADMINISTRATIVE AGENT"), GENERAL ELECTRIC CAPITAL CORPORATION ("GECC"), as Co-Documentation Agent”) , and NATIONAL CITY BANK ("NATIONAL CITY"), as the Collateral Co-Documentation Agent (together with its permitted successor in such capacityGECC, the “Collateral Agent”"DOCUMENTATION AGENTS").

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Belden & Blake Corp /Oh/)

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Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B Form of B-1 Term Loan Note B-2 Revolving Loan Note C Compliance Certificate D D-1 Opinion of BRL Law Group LLC X-0 Xxxxxxx xx Xxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx LLP D-2 Opinion of Xxxxxx Xxxxxx LLP E Assignment Agreement E F Certificate re Non-Regarding Non Bank Status F-1 G Closing Date Certificate F-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I Mortgage J Subordination Agreement K Landlord Waiver and Personal Property Collateral Access Consent Agreement K Intercompany Note L Form of Administrative Questionnaire Warrant Agreement M Severance Plan N Stock Incentive Plan CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of May 25, 2021 (as amended by Amendment No. 1 to Credit and Guaranty Agreement dated August April 11, 20212006, Amendment No. 2 to Credit and Guaranty Agreement dated as of August 8, 2022, and Amendment No. 3 to Credit and Guaranty Agreement dated as of December 6, 2022) is entered into by and among PLAYBOY ENTERPRISESNAVISITE, INC., a Delaware corporation (the “Borrower”), PLBY GROUP, INC., a Delaware corporation (“Holdings”"COMPANY"), and certain subsidiaries of the BorrowerCERTAIN SUBSIDIARIES OF COMPANY, as GuarantorsGuarantors ("GUARANTORS"), the Lenders party hereto from time to time and ACQUIOM AGENCY SERVICES LLCtime, SILVER POINT FINANCE, LLC ("SILVER POINT"), as Administrative Agent (together with its permitted successors successors, in such capacity, the “Administrative Agent”"ADMINISTRATIVE AGENT") and as the Collateral Agent (together with its permitted successor successors, in such capacity, the “Collateral Agent”"COLLATERAL AGENT").

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Navisite Inc)

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