Loans and Borrowings under the Existing Credit Agreement. On the Closing Date: (i) the Borrower shall pay all accrued and unpaid commitment fees and all other fees that are outstanding under the Existing Credit Agreement for the account of each “Lender” under the Existing Credit Agreement; (ii) each “ABR Loan” outstanding under the Existing Credit Agreement shall be deemed to be amended and restated with the proceeds of a new ABR Loan and continued as existing Loans under this Agreement and not as a novation; (iii) upon execution of this Agreement and receipt of $22,222,222.21 from CIT Bank, NGP Capital Resources Company shall be deemed to have assigned a portion of the ABR Loans continued under the this Agreement to CIT Bank in an aggregate principal amount of $22,222,222.21 in accordance with its Percentage Share of the Commitments as set forth on the Lender Schedule. (iv) each “Lender” under the Existing Credit Agreement shall deliver to the Borrower the Note issued by the Borrower to it under the Existing Credit Agreement, marked “renewed, extended and replaced” or otherwise similarly defaced; and (v) the Existing Credit Agreement and the commitments thereunder shall be superceded by this Agreement and such commitments shall terminate. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunder
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Samples: Credit Agreement (Resaca Exploitation, Inc.), Credit Agreement (Resaca Exploitation, Inc.)
Loans and Borrowings under the Existing Credit Agreement. On the Closing Effective Date:
(i) the Borrower shall pay all accrued and unpaid commitment fees, break funding fees under Section 5.02 and all other fees that are outstanding under the Existing Credit Agreement for the account of each “Lender” under the Existing Credit Agreement;
(ii) each “ABR Loan” and “Eurodollar Loan” outstanding under the Existing Credit Agreement shall be deemed to be amended and restated with the proceeds of a new ABR Loan and continued as existing Loans under this Agreement and not as a novation;
(iii) upon execution any letters of this Agreement and receipt of $22,222,222.21 from CIT Bank, NGP Capital Resources Company shall be deemed to have assigned a portion of the ABR Loans continued under the this Agreement to CIT Bank in an aggregate principal amount of $22,222,222.21 in accordance with its Percentage Share of the Commitments as set forth on the Lender Schedule.
(iv) each “Lender” credit outstanding under the Existing Credit Agreement shall deliver to the Borrower the Note be deemed issued by the Borrower to it under the Existing Credit this Agreement, marked “renewed, extended and replaced” or otherwise similarly defaced; and
(viv) the Existing Credit Agreement and the commitments thereunder shall be superceded superseded by this Agreement and such commitments shall terminateAgreement. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunder. To the extent not amended and restated as of the Effective Date, the Loan Documents executed in connection with the Existing Credit Agreement and in effect prior to the Effective Date (the “Existing Loan Documents”) shall continue in full force and effect, are hereby ratified, reaffirmed and confirmed in all respects, and shall, for the avoidance of doubt, constitute “Loan Documents” under this Agreement. The terms of the Loan Documents that correspond to the Existing Loan Documents that have been amended and restated as of the Effective Date shall govern for any period occurring on or after the Effective Date, and the terms of such Existing Loan Documents prior to their amendment and restatement shall govern for any period beginning before the Effective Date and ending on the day immediately preceding the Effective Date. In furtherance of the foregoing, (i) each reference in any Loan Document to the “Credit Agreement”, any other Loan Document that is being amended and restated as of the Effective Date, “thereunder”, “thereof” or words of like import, is hereby amended, mutatis mutandis, as applicable in the context, to be a reference to, and shall thereafter mean, this Agreement or such other amended and restated Loan Document, as applicable in the context (as each may be amended, modified or supplemented and in effect from time to time) and (ii) the definition of any term defined in any Loan Document by reference to the terms defined in the “Credit Agreement” or any other Loan Document that is being amended and restated as of the Effective Date is hereby amended to be defined by reference to the defined term in this Agreement or such other amended and restated Loan Document, as applicable (as each may be amended, modified or supplemented and in effect from time to time).
Appears in 2 contracts
Samples: Credit Agreement (Diamondback Energy, Inc.), Credit Agreement (Diamondback Energy, Inc.)
Loans and Borrowings under the Existing Credit Agreement. On the Closing Effective Date:
(i) the Borrower shall pay all accrued and unpaid commitment fees, break funding fees under Section 5.02 and all other fees that are outstanding under the Existing Credit Agreement for the account of each “Lender” under the Existing Credit Agreement;
(ii) each “ABR Loan” and “Eurodollar Loan” outstanding under the Existing Credit Agreement shall be deemed to be amended and restated with the proceeds of a new ABR Loan and continued as existing Loans under this Agreement and not as a novation;
(iii) upon execution any letters of this Agreement and receipt of $22,222,222.21 from CIT Bank, NGP Capital Resources Company shall be deemed to have assigned a portion of the ABR Loans continued under the this Agreement to CIT Bank in an aggregate principal amount of $22,222,222.21 in accordance with its Percentage Share of the Commitments as set forth on the Lender Schedule.
(iv) each “Lender” credit outstanding under the Existing Credit Agreement shall deliver to the Borrower the Note be deemed issued by the Borrower to it under the Existing Credit this Agreement, marked “renewed, extended and replaced” or otherwise similarly defaced; and
(viv) the Existing Credit Agreement and the commitments thereunder shall be superceded superseded by this Agreement and such commitments shall terminateAgreement. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunder. To the extent not amended and restated as of the Effective Date, the Loan Documents executed in connection with the Existing Credit Agreement and in effect prior to the Effective Date (the “Existing Loan Documents”) shall continue in full force and effect, are hereby ratified, reaffirmed and confirmed in all respects, and shall, for the avoidance of doubt, constitute “Loan Documents” under this Agreement. The terms of the Loan Documents that correspond to the Existing Loan Documents that have been amended and restated as of the Effective Date shall govern for any period occurring on or after the Effective Date, and the terms of such Existing Loan Documents prior to their amendment and restatement shall govern for any period beginning before the Effective Date and ending on the day immediately preceding the Effective Date. In furtherance of the foregoing, (A) each reference in any Loan Document to the “Credit Agreement”, any other Loan Document that is being amended and restated as of the Effective Date, “thereunder”, “thereof” or words of like import, is hereby amended, mutatis mutandis, as applicable in the context, to be a reference to, and shall thereafter mean, this Agreement or such other amended and restated Loan Document, as applicable in the context (as each may be amended, modified or supplemented and in effect from time to time) and (B) the definition of any term defined in any Loan Document by reference to the terms defined in the “Credit Agreement” or any other Loan Document that is being amended and restated as of the Effective Date is hereby amended to be defined by reference to the defined term in this Agreement or such other amended and restated Loan Document, as applicable (as each may be amended, modified or supplemented and in effect from time to time).
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Viper Energy Partners LP)
Loans and Borrowings under the Existing Credit Agreement. On the Closing Date:Effective Date (or as soon as practicable with respect to (iii)):
(i) the Borrower shall pay all accrued and unpaid commitment fees, undrawn facility fees, break funding fees under Section 5.02 (solely with respect to any Existing Lender that will not be a Lender) and all other fees that are outstanding under the Existing Credit Agreement for the account of each “Lender” under the Existing Credit Agreement;
(ii) each “ABR Loan” and “Eurodollar Loan” outstanding under the Existing Credit Agreement shall be deemed to be amended and restated with the proceeds of a new an ABR Loan and continued or Eurodollar Loan, as existing Loans applicable, under this Agreement and not as a novationAgreement;
(iii) upon execution of this Agreement any note executed and receipt of $22,222,222.21 from CIT Bank, NGP Capital Resources Company shall be deemed to have assigned a portion of delivered by the ABR Loans continued under the this Agreement to CIT Bank in an aggregate principal amount of $22,222,222.21 in accordance with its Percentage Share of the Commitments as set forth on the Lender Schedule.
(iv) each “Lender” Borrower under the Existing Credit Agreement shall be deemed to be automatically cancelled and of no further force or effect, and the Administrative Agent shall use reasonable efforts to cause all Existing Lenders to deliver to the Borrower Borrower, as soon as practicable after the Note issued by the Borrower to it under the Existing Credit AgreementEffective Date, all such notes marked “renewed, extended and replacedcanceled” or otherwise similarly defaced;
(iv) any Existing Letters of Credit shall be deemed issued under this Agreement; and
(v) the Existing Credit Agreement and the commitments thereunder shall be superceded superseded by this Agreement and such commitments shall terminate. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any such obligations and liabilities and that this Agreement Agreement, from and after the Effective Date, amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunderthereunder and that any Loan Document and/or Liens securing the Secured Obligations (as defined in the Existing Credit Agreement) shall continue in full force and effect to secure the Secured Obligations hereunder.
Appears in 1 contract
Loans and Borrowings under the Existing Credit Agreement. On the Closing Date:Effective Date (or as soon as practicable with respect to clause (iii)(B)):
(i) the Borrower shall pay all accrued and unpaid commitment fees, undrawn facility fees, break funding fees under Section 5.02 of the Existing Credit Agreement and all other fees that are outstanding under the Existing Credit Agreement for the account of each “Lender” Lender (as defined in the Existing Credit Agreement) under the Existing Credit Agreement;
(ii) each “Swing Line Loan, ABR Loan” Loan and Eurodollar Loan (each as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be repaid together with accrued interest thereon under the Existing Credit Agreement and the Borrower shall reborrow any Loans outstanding under this Agreement as the Borrower may have elected in its Revolving Credit Borrowing Request delivered pursuant to Section 6.01(e);
(A) any note executed and delivered by the Borrower under the Existing Credit Agreement shall be deemed to be amended automatically cancelled and restated with of no further force or effect, and (B) the proceeds of a new ABR Loan and continued Administrative Agent shall use commercially reasonable efforts to cause all Existing Lenders to deliver to the Borrower, as existing Loans under this Agreement and not soon as a novationpracticable after the Effective Date, all such notes marked “canceled” or otherwise similarly defaced;
(iii) upon execution of this Agreement and receipt of $22,222,222.21 from CIT Bank, NGP Capital Resources Company shall be deemed to have assigned a portion of the ABR Loans continued under the this Agreement to CIT Bank in an aggregate principal amount of $22,222,222.21 in accordance with its Percentage Share of the Commitments as set forth on the Lender Schedule.
(iv) each “Lender” the obligations under the Secured Swap Agreements entered into prior to the Effective Date and Secured Cash Management Agreements (as defined in the Existing Credit Agreement) shall be secured as Obligations pursuant to this Agreement and the other Loan Documents;
(v) any Letter of Credit initially issued under the Existing Credit Agreement shall deliver by an Issuing Bank and outstanding immediately prior to the Borrower the Note Effective Date shall be automatically rolled over and become issued by the Borrower to it as a Letter of Credit under the Existing Credit this Agreement, marked “renewed, extended and replaced” or otherwise similarly defaced; and
(vvi) the Existing Credit Agreement and the commitments thereunder shall be superceded superseded and replaced by this Agreement and such commitments shall terminateAgreement. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any such obligations and liabilities and that this Agreement Agreement, from and after the Effective Date, amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunderthereunder and that any Loan Document (as defined in the Existing Credit Agreement), and/or Liens securing the Obligations (as defined in the Existing Credit Agreement) shall continue in full force and effect to secure the Obligations hereunder.
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