Common use of Reaffirmation Clause in Contracts

Reaffirmation. Each of the Reaffirming Parties hereby consents to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and, upon the consummation of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreement.

Appears in 2 contracts

Samples: Incremental Commitment Agreement, Incremental Commitment Agreement (Metropcs Communications Inc)

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Reaffirmation. Each of the Reaffirming Parties Obligors hereby consents to reaffirms (a) all of its obligations under the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Transaction Documents to which it is a partyparty to, are not impaired or affected and agrees that this Agreement, the Debt Exchange Agreement and all documents, agreements and instruments executed in any manner whatsoever connection herewith and shall continue to be in full force therewith and effect and, upon the consummation of the transactions contemplated hereby and thereby do not operate to reduce or discharge any Obligor’s obligations under such Transaction Documents, except to the extent of the reduction in the principal amount of the Original Senior Note by the Incremental AgreementDebt Exchange Amount as a result of the consummation of the Debt Exchange, shall also secure all Obligations and (b) the continuing security interests in its respective assets granted in favor of the Purchaser pursuant to each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental AgreementSecurity Documents. Each of the Reaffirming Parties acknowledges that Obligors hereby (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant acknowledges and consents to the Incremental Agreement are “Lenders” transactions contemplated by, and “Secured Parties” for all purposes under the Loan Documentsexecution and delivery of, this Agreement, the Debt Exchange Agreement, the Amended and Restated Note, the Warrant Amendment (as defined in the Debt Exchange Agreement), (ii) in the Tranche B-3 Term Loans being provided case of the Subsidiary Guarantors, acknowledges and agrees that its guarantee of the Obligations includes, without limitation, all principal, interest, fees and other amounts now or hereafter due by the Company under each Senior Note and the other Note Documents, (iii) in the case of the Subsidiary Guarantors, ratifies all the provisions of, and reaffirms its obligations under, the guarantee set forth in Article 4 of the Purchase Agreement and each other Note Document to which it is a party and confirms that all provisions of each such document are and shall remain in full force and effect in accordance with its terms, and (iv) reaffirms the Borrower continuing security interests in its assets granted in favor of the Purchaser pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral AgreementSecurity Documents.

Appears in 2 contracts

Samples: Second Omnibus Amendment and Reaffirmation Agreement (Jackson Investment Group, LLC), And Reaffirmation Agreement (Staffing 360 Solutions, Inc.)

Reaffirmation. Each By signing this Amendment, each Credit Party hereby confirms that (a) notwithstanding the effectiveness of the Reaffirming Parties hereby consents to the Incremental Agreement this Amendment and the transactions contemplated thereby hereby, the obligations of such Credit Parties under the Amended Credit Agreement (including with respect to the 2017 Additional Term Loans contemplated by this Agreement) and the other Credit Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents, (ii) constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (iii) each Guarantor hereby confirms and ratifies its respective guarantees, pledges, grants of security interests and other obligations, continuing unconditional obligations as applicable, Guarantor under and subject the Credit Agreement as amended hereby with respect to the terms of each all of the Loan Documents Guaranteed Obligations and (iv) each Credit Document to which it such Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (including in the Guarantee and Collateral case of the Credit Agreement, as amended by the 2011 Amendment Agreement), hereby) and agrees that, notwithstanding the effectiveness (b) each 2017 Additional Term Loan Lender shall be a “Secured Creditor” and a “Lender” (including without limitation for purposes of the Incremental definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement, such guarantees, pledges, grants ) for all purposes of security interests and other obligations, the Amended Credit Agreement and the terms of each of the Loan Documents other Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be party remain in full force and effect andeffect, upon the consummation are not released or reduced, and continue to secure full payment and performance of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementhereby.

Appears in 2 contracts

Samples: Second Lien Term Loan Credit Agreement (PAE Inc), First Lien Term Loan Credit Agreement (PAE Inc)

Reaffirmation. Each of the Reaffirming Parties Obligors hereby consents to reaffirms (a) all of its obligations under the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Transaction Documents to which it is a partyparty to, are not impaired or affected including, without limitation, all of the outstanding indebtedness owing under the Purchase Agreement and the Senior Notes, and agrees that this Agreement, and all documents, agreements and instruments executed in any manner whatsoever connection herewith and shall continue to be in full force therewith and effect and, upon the consummation of the transactions contemplated by hereby and thereby do not operate to reduce or discharge any Obligor’s obligations under such Transaction Documents or constitute a novation of any indebtedness or other obligations under any Transaction Documents, and (b) the Incremental continuing security interests in its respective assets granted in favor of the Purchaser pursuant to Security Agreement, shall also secure all Obligations of the Pledge Agreement and each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreementother Security Documents. Each of the Reaffirming Parties acknowledges that Obligors hereby (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant acknowledges and consents to the Incremental transactions contemplated by, and the execution and delivery of, this Agreement, the Purchase Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan other Note Documents, (ii) in the Tranche B-3 Term Loans being provided case of the Subsidiary Guarantors, acknowledges and agrees that its guarantee of the Obligations includes, without limitation, all principal, interest, fees and other amounts now or hereafter due by the Company under each of the Senior Notes and the other Note Documents, (iii) in the case of the Subsidiary Guarantors, ratifies all the provisions of, and reaffirms its obligations under, the guarantee set forth in Article 4 of the Purchase Agreement and its obligations under each other Note Document to which it is a party and confirms that all provisions of each such document are and shall remain in full force and effect in accordance with its terms on and at all times after giving effect to the Borrower amendments contemplated in this Agreement and the amendment and restatement of the Existing Note Purchase Agreement pursuant to the Incremental Agreement are “Loans” Purchase Agreement, and “Incremental Term Loans” and constitute part (iv) reaffirms the continuing security interests in its assets granted in favor of the “Obligations” for all purposes under Purchaser pursuant to the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral AgreementSecurity Documents.

Appears in 2 contracts

Samples: Omnibus Amendment and Reaffirmation Agreement (Staffing 360 Solutions, Inc.), Omnibus Amendment and Reaffirmation Agreement (Jackson Investment Group, LLC)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that all Obligations of the Reaffirming Parties hereby consents Borrower (including, without limitation, the 2016 Incremental Term Loans and the Revolving Credit Exposure with respect to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject 2016 New Revolving Loan Commitments) shall be guaranteed pursuant to the Guarantee in accordance with the terms of and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this 2016 Incremental Amendment, after giving effect to this 2016 Incremental Amendment, the Incremental AgreementSecurity Documents continue to be in full force and effect, such guarantees, pledges, grants (B) agrees that all of the Liens and security interests created and other obligationsarising under each Security Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this 2016 Incremental Amendment) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (including this 2016 Incremental Amendment), in each case after giving effect to this 2016 Incremental Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation Credit Agreement and the other Credit Documents, in each case after giving effect to this 2016 Incremental Amendment and the incurrence of the transactions contemplated by the 2016 Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to and the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents 2016 Revolving Commitment Increase effected hereby; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this 2016 Incremental Amendment or any other Credit Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Credit Agreement.

Appears in 2 contracts

Samples: Material Definitive Agreement, Vistra Energy Corp

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Ninth Amendment Effective Date and after giving effect to the Incremental Agreement this Ninth Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledgesall Obligations of the Borrower (including, grants of security interests and other obligationswithout limitation, as applicable, under and subject the Revolving Credit Exposure with respect to the terms of each of the Loan Documents 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to which it is party (including the Guarantee in accordance with the terms and Collateral Agreement, as amended by provisions thereof and shall be secured pursuant to the 2011 Amendment Agreement), Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Incremental AgreementNinth Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and other obligationsarising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation of Credit Agreement and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents hereby; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this Ninth Amendment or any other Credit Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Credit Agreement.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Vistra Energy Corp.)

Reaffirmation. Each of the Reaffirming Loan Parties hereby consents to the Incremental amendment of the Credit Agreement and the transactions contemplated thereby described in Section 1 of this Amendment and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement)party, and confirms, agrees and acknowledges that, notwithstanding the effectiveness consummation of the Incremental Agreementthis Amendment, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, except as expressly modified by this Amendment, are not affected or impaired in any manner whatsoever and shall continue to be in full force and effect. Each of the Loan Parties hereby further confirms its respective prior pledges and grants of security interests under and subject to the Loan Documents to which it is a party, and confirms, agrees and acknowledges that, notwithstanding the consummation of this Amendment, such prior guarantees, pledges, and grants of security interests are not affected or affected impaired in any manner whatsoever and shall continue to be in full force and effect and, upon the consummation of the transactions contemplated by the Incremental Agreement, and shall also guarantee and secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, obligations as amended, amended and reaffirmed and increased pursuant to the Incremental AgreementCredit Agreement and this Amendment. Each of the Reaffirming Loan Parties confirms, acknowledges and agrees that (i) the Incremental 2020 Term A Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents. For the avoidance of doubt, (ii) each Loan Party hereby reaffirms the Tranche B-3 Term Loans being provided provisions of Section 2.1 of the Security Agreement and agrees that all references in the Security Agreement to the Borrower pursuant to the Incremental Agreement are Loans” and “Incremental Term Loans” and constitute part of the “Secured Obligations” for all purposes under shall include the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreement2020 Term A Loans.

Appears in 2 contracts

Samples: Credit Agreement (Maxlinear Inc), Maxlinear Inc

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Thirteenth Amendment Effective Date and after giving effect to the Incremental Agreement this Thirteenth Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledges, grants all Obligations of security interests and other obligations, as applicable, under and subject the Borrower shall be guaranteed pursuant to the Guarantee in accordance with the terms of and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Thirteenth Amendment, as of the Incremental AgreementThirteenth Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the Thirteenth Amendment Effective Date and after giving effect to this Thirteenth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and other obligationsarising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Thirteenth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Thirteenth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation of Credit Agreement and the other Credit Documents, in each case after giving effect to this Thirteenth Amendment and the transactions contemplated by hereby; and (iii) each Guarantor agrees that nothing in the Incremental Credit Agreement, this Thirteenth Amendment or any other Credit Document shall also secure be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Thirteenth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all Obligations of the respective obligations of each of the Reaffirming Parties Borrower and each other Credit Party under the 2011 Credit Agreement, as amended, reaffirmed Security Documents to which it is a party shall continue in full force and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementeffect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. Each Reaffirming Party hereby acknowledges its receipt and review of a copy of the Reaffirming Parties Designation Certificate and related Indenture, and hereby accepts and consents to the Incremental Agreement Pari Passu Designation and the transactions contemplated thereby resulting grant of security and other benefits to the Pari Passu Debt Obligations referenced in the Designation Certificate. Each Reaffirming Party hereby further (a) affirms and confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, commitments and obligations under and subject to the terms of each of the Loan Documents to which it is party Collateral Agreement (including the Guarantee and Collateral Agreement, as amended hereby and modified by the 2011 Amendment AgreementPari Passu Designation), (b) affirms and confirms its indemnification obligations and other commitments and obligations under the Collateral Agreement (as amended hereby and modified by the Pari Passu Designation) and (c) agrees that, notwithstanding after giving effect to the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, amendments contemplated hereby and the terms of each of Pari Passu Designation, (i) the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and Collateral Agreement shall continue to be in full force and effect andand (ii) all guarantees, upon pledges, grants of security and other commitments thereunder shall continue to be in full force and effect and shall accrue to the consummation benefit of the transactions contemplated by Secured Parties, including, for the Incremental Agreementavoidance of doubt, shall also secure all Obligations of each the holders of the Reaffirming Parties under Securities and the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental AgreementTrustee. Each of the Reaffirming Parties acknowledges that hereby confirms and agrees that, after giving effect to the Pari Passu Designation, (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to Securities shall constitute “Pari Passu Debt Obligations” and “Obligations” under the Incremental Collateral Agreement are (as amended hereby) and (ii) the holders of any Securities and the Trustee shall be LendersPari Passu Secured Parties” and “Secured Parties” for all purposes under the Loan Documents, Collateral Agreement (iias amended hereby) and shall have all the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” rights and “Incremental Term Loans” and constitute part privileges of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementa Secured Party thereunder.

Appears in 1 contract

Samples: And Reaffirmation Agreement (Community Health Systems Inc)

Reaffirmation. Each By signing this Amendment and Restatement, each Credit Party hereby confirms that (a) notwithstanding the effectiveness of the Reaffirming Parties hereby consents to the Incremental Agreement this Amendment and Restatement and the transactions contemplated thereby hereby, the obligations of such Credit Parties under the Amended and Restated Credit Agreement (including with respect to the Term B-3 Loans and 2023 Revolving Loans contemplated by this Agreement) and the other Credit Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended and Restated Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents, (ii) constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended and Restated Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (iii) each Guarantor hereby confirms and ratifies its respective guarantees, pledges, grants of security interests and other obligations, continuing unconditional obligations as applicable, Guarantor under and subject the Credit Agreement as amended hereby with respect to the terms of each all of the Loan Documents Guaranteed Obligations and (iv) each Credit Document to which it such Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (including in the Guarantee and Collateral case of the Existing Credit Agreement, as amended by the 2011 Amendment Agreement)hereby) and (b) each Converting Term B-3 Loan Consenting Lender, Revolving Lender and agrees that, notwithstanding the effectiveness Additional Term B-3 Lender shall be a “Secured Creditor” and a “Lender” (including without limitation for purposes of the Incremental definition of “Required Lenders” contained in Section 1.01 of the Amended and Restated Credit Agreement, such guarantees, pledges, grants ) for all purposes of security interests the Amended and other obligations, Restated Credit Agreement and the terms of each of the Loan Documents other Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be party remain in full force and effect andeffect, upon the consummation are not released or reduced, and continue to secure full payment and performance of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementhereby.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Iridium Communications Inc.)

Reaffirmation. (a) Each of the Reaffirming Parties hereby consents to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party Party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and i) agrees that, notwithstanding the issuance of the 2020 Senior Secured Notes and/or the effectiveness of the Incremental AgreementAmendment or consummation of the 2020 Term Loan Transactions, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Security Documents (as each may have been amended, restated, supplemented, modified and/or confirmed on or prior to the date hereof) set forth or otherwise referenced on Schedule B hereto to which it is a partyparty (each, are not impaired or affected in any manner whatsoever and shall continue a “Reaffirmed Security Document”) continues to be in full force and effect andeffect, upon the consummation of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant subject to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” Legal Reservations, and “Secured Parties” for all purposes under the Loan Documentsis hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Tranche B-3 Term Loans being provided Collateral to the Borrower pursuant to extent provided in the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to (x) the “Secured Obligations” as defined in the 2020 Senior Secured Notes Indenture, which have been designated as “Additional Obligations” under and pursuant to the First Lien Intercreditor Agreement (the “Secured Notes Designation”) and (y) any additional Bank Obligations arising as a result of the 2020 Term Loan Transactions, which shall, from and after the date hereof, be considered “Credit Agreement Obligations” under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral First Lien Intercreditor Agreement.

Appears in 1 contract

Samples: Reaffirmation Agreement (Pactiv Evergreen Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Obligor hereby agrees that, as of the Reaffirming Parties hereby consents First Amendment Effective Date and after giving effect to this First Amendment, all Obligations of Borrower shall be guaranteed and secured pursuant to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to Security Documents in accordance with the terms of and provisions thereof; and (ii) each of the Loan Documents to which it is party Obligor hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this First Amendment, as of the Incremental AgreementFirst Amendment Effective Date and after giving effect to this First Amendment, such guaranteesthe Security Documents continue to be in full force and effect, pledges, grants (B) agrees as of the First Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Security Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this First Amendment) and (C) as of the First Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including this First Amendment), in each case after giving effect to this First Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the First Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Amended Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the other Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis First Amendment.

Appears in 1 contract

Samples: Term Loan and Security Agreement (Commercial Vehicle Group, Inc.)

Reaffirmation. Each of the Reaffirming Loan Parties hereby consents to the Incremental amendment of the Credit Agreement and the transactions contemplated thereby described in Section 1 of this Amendment and hereby confirms its respective guarantees, pledges, grants of security interests interests, subordinations and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement)party, and confirms, agrees and acknowledges that, notwithstanding the effectiveness consummation of the Incremental Agreementthis Amendment, such guarantees, pledges, grants of security interests interests, subordinations and other obligations, and the terms of each of the Loan Documents to which it is a party, except as expressly modified by this Amendment, are not affected or impaired or affected in any manner whatsoever and shall continue to be in full force and effect and, upon the consummation of the transactions contemplated by the Incremental Agreement, and shall also guarantee and secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, obligations as amended, amended and reaffirmed and increased pursuant to the Incremental AgreementCredit Agreement and this Amendment. Each of the Reaffirming Loan Parties confirms, acknowledges and agrees that (i) the Lenders, the Additional Term B USD Lender providing Term B USD Loans, the Additional Term B Euro Lender providing Term B Euro Loans and the Term B Euro Incremental Lenders Lender providing Tranche B-3 the Term B Euro Incremental Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents. For the avoidance of doubt, (ii) each Loan Party hereby restates the Tranche B-3 Term Loans being provided provisions of Article II of the Security Agreement and agrees that all references in the Security Agreement to the Borrower pursuant to the Incremental Agreement are Loans” and “Incremental Term Loans” and constitute part of the “Secured Obligations” for all purposes under shall include the Loan Documents Term B USD Loans and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral AgreementTerm B Euro Loans.

Appears in 1 contract

Samples: First Lien Credit Agreement (McAfee Corp.)

Reaffirmation. Each By executing and delivering a copy hereof, (i) the Borrower and each other Loan Party hereby (A) agrees that all Loans (including, without limitation, any Loans made pursuant to the 2021 Incremental Revolving Commitments or the 2021 Refinancing Revolving Commitments made available on the Second Amendment Effective Date) shall be guaranteed pursuant to the Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Collateral Documents in accordance with the terms and provisions thereof, and (ii) the Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Reaffirming Parties hereby consents Liens granted by it pursuant to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guaranteesCollateral Documents, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and B) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, Guaranty and the terms of each Liens created pursuant to the Collateral Documents for the benefit of the Loan Documents to which it is a partySecured Parties (including, are not impaired or affected in any manner whatsoever without limitation, the 2021 Incremental Revolving Lenders and shall the 2021 Refinancing Revolving Lenders) continue to be in full force and effect andand (C) affirms, upon the consummation acknowledges and confirms its guarantee of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties obligations and liabilities under the 2011 Credit Agreement, Agreement and each other Loan Document to which it is a party and the pledge of and/or grant of security interest in its assets as amended, reaffirmed and increased pursuant Collateral to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) secure the Obligations under the 2011 Credit Agreement, in each case after giving effect to this Second Amendment, all as affected by provided in such Loan Documents, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, Obligations under the Guarantee Credit Agreement and Collateral Agreementthe other Loan Documents, each as amended hereby, including the 2021 Incremental Revolving Commitments and the 2021 Refinancing Revolving Commitments, in each case after giving effect to this Second Amendment.

Appears in 1 contract

Samples: First Lien Credit Agreement (WCG Clinical, Inc.)

Reaffirmation. Each of the Reaffirming Credit Parties hereby consents party to the Incremental Agreement Guarantees, the Security Documents and the transactions contemplated thereby other Credit Documents, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time to time, hereby confirms its respective guarantees(i) reaffirms each Lien granted by such Credit Party to the Collateral Agent for the benefit of the Secured Parties and reaffirms the guaranties made pursuant to the Guarantees, pledges, (ii) acknowledges and agrees that the grants of security interests by and other obligations, as applicable, under and subject to the terms of each guaranties of the Loan Credit Parties contained in the Guarantees, the Security Documents to which it is party (including and the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement)other applicable Credit Documents are, and agrees thatshall remain, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andafter giving effect to this Amendment, upon the consummation of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the security created by the Security Documents governed by English law or to which the English Guarantors are party shall continue to secure its Secured Obligations (as defined in the Security Documents) under the 2011 Credit Documents after giving effect to this Agreement, (iv) that the obligations of the English Guarantors under the Guarantees, the Security Documents and the other Credit Documents would continue notwithstanding the proposed amendments which are expressly contemplated by the Credit Agreement (and fall within the original contemplation and purview of the parties thereto and the other applicable Credit Documents) and (v) acknowledges and agrees that the security created by the Security Documents governed by Canadian law or to which any Canadian Credit Party is a party shall continue to secure its Obligations (as defined in such Security Documents) under the Credit Documents after giving effect to this Agreement and the proposed amendments which are expressly contemplated herein and by the Credit Agreement and the other applicable Credit Documents fall within the original purview of the Obligations (as defined in such Security Documents and stated therein as being secured thereby). This Amendment shall not constitute a modification of the Credit Agreement, except as affected specified under Section 2 hereto, or a course of dealing with any Agent or any Lender at variance with the US-DOCS\121253804.12 Amended Credit Agreement such as to require further notice by any Agent or any Lender to require strict compliance with the Incremental Agreementterms of the Amended Credit Agreement and the other Credit Documents in the future, are “Guarantor Obligations” except as expressly set forth herein. The Agents and “Borrower Obligations,” as applicablethe Lenders reserve all rights, privileges and remedies under the Guarantee Credit Documents. Nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any of the Obligations or to modify, affect or impair the perfection, priority or continuation of the security interests in, security titles to or other Liens on any Collateral Agreementfor the Obligations or otherwise constitute or be considered as a new or re-granting of security with respect to the English Guarantors.

Appears in 1 contract

Samples: Credit Agreement (Canada Goose Holdings Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Sixth Amendment Effective Date and after giving effect to the Incremental Agreement this Sixth Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledges, grants all Obligations of security interests and other obligations, as applicable, under and subject the Borrower shall be guaranteed pursuant to the Guarantee in accordance with the terms of and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Sixth Amendment, as of the Incremental AgreementSixth Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the Sixth Amendment Effective Date and after giving effect to this Sixth Amendment and the transactions contemplated hereby (for the avoidance of doubt, prior to giving effect to the Sixth Amendment Release), all of the Liens and security interests created and other obligationsarising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Sixth Amendment and the transactions contemplated hereby (for the avoidance of doubt, prior to giving effect to the Sixth Amendment Release), including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Sixth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Sixth Amendment and the other transactions contemplated hereby (for the avoidance of doubt, prior to giving effect to the Sixth Amendment Release); and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Sixth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement (as modified hereby). This Sixth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents (other than as contemplated by the Sixth Amendment Release upon the consummation of the transactions contemplated by Clear Sky Acquisition pursuant to the Incremental Clear Sky Acquisition Agreement). Nothing herein contained shall be construed as a substitution or novation of the obligations, shall also secure guarantees and liabilities outstanding under the Security AMERICAS 124364869 Documents, and it is the intent of the parties hereto to confirm that all Obligations of the respective obligations of each of the Reaffirming Parties Borrower and each other Credit Party under the 2011 Credit Agreement, as amended, reaffirmed Security Documents to which it is a party shall continue in full force and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementeffect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) Borrower hereby agrees that all Advances incurred by Borrower (including, without limitation, the Reaffirming Parties hereby consents 2020 Term Loan Advances) shall be secured by the Collateral pursuant to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to applicable Loan Documents in accordance with the terms of each of the Loan Documents to which it is party and provisions thereof and (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and ii) Borrower hereby (A) agrees that, notwithstanding the effectiveness of the Incremental Agreementthis Amendment, such guaranteesafter giving effect to this Amendment, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andeffect, upon the consummation (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under the Incremental AgreementLoan Documents remain in full force and effect on a continuous basis, shall also secure all Obligations and the perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit AgreementLoan Agreement to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amendedamended by this Amendment) and (C) affirms and confirms all of its obligations, reaffirmed liabilities and increased indebtedness under the Loan Agreement and each other Loan Document, in each case after giving effect to this Amendment, including the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant Loan Documents to the Incremental Agreement are “Lenders” and “secure such Secured Parties” for Obligations, all purposes under as provided in the Loan Documents, (ii) the Tranche B-3 Term Loans being provided and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes secure, such Secured Obligations under the Loan Agreement and the other Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected amended by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Amendment).

Appears in 1 contract

Samples: Loan and Security Agreement (Aveo Pharmaceuticals, Inc.)

Reaffirmation. Each As of the Reaffirming Parties Amendment No. 2 Effective Date, each Credit Party hereby consents to confirms that (a) notwithstanding the Incremental Agreement effectiveness of this Amendment and the transactions contemplated thereby hereby, (i) the obligations of such Credit Parties under the Amended Credit Agreement (including, from and after the Amendment No. 2 Effective Date, with respect to the Term B-1 Loans contemplated by this Agreement) and the other Credit Documents are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents and constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (ii) each Guarantor hereby confirms and ratifies its respective guarantees, pledges, grants of security interests and other obligations, continuing unconditional obligations as applicable, Guarantor under and subject the Credit Agreement as amended hereby with respect to the terms of each all of the Loan Documents Guaranteed Obligations and (iii) each Credit Document to which it such Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (including in the Guarantee and Collateral case of the Credit Agreement, as amended by the 2011 Amendment Agreement), hereby) and agrees that, notwithstanding the effectiveness (b) each Term B-1 Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, Amended Credit Agreement and the terms other Credit Documents. Each Credit Party ratifies and confirms its prior grant and the validity of each of all Liens granted pursuant to the Loan Credit Documents and that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be party remain in full force and effect andeffect, upon the consummation are not released or reduced, and continue to secure full payment and performance of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementhereby.

Appears in 1 contract

Samples: Term Loan Credit Agreement (VERRA MOBILITY Corp)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) Borrower hereby agrees that all Advances incurred by Borrower shall be secured by the Reaffirming Parties hereby consents Collateral pursuant to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to ny-2580624 applicable Loan Documents in accordance with the terms of each of the Loan Documents to which it is party and provisions thereof and (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and ii) Borrower hereby (A) agrees that, notwithstanding the effectiveness of the Incremental Agreementthis Amendment, such guaranteesafter giving effect to this Amendment, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andeffect, upon the consummation (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under the Incremental AgreementLoan Documents remain in full force and effect on a continuous basis, shall also secure all Obligations and the perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit AgreementLoan Agreement to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amendedamended by this Amendment) and (C) affirms and confirms all of its obligations, reaffirmed liabilities and increased indebtedness under the Loan Agreement and each other Loan Document, in each case after giving effect to this Amendment, including the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant Loan Documents to the Incremental Agreement are “Lenders” and “secure such Secured Parties” for Obligations, all purposes under as provided in the Loan Documents, (ii) the Tranche B-3 Term Loans being provided and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes secure, such Secured Obligations under the Loan Agreement and the other Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected amended by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreement.this Amendment). [Signature Page Follows] ny-2580624

Appears in 1 contract

Samples: Loan and Security Agreement (Replimune Group, Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Sixth Amendment Effective Date and after giving effect to this Sixth Amendment, all Obligations of the Borrower shall be guaranteed pursuant to the Incremental Agreement Guarantee in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Security Documents in accordance with the terms of and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Sixth Amendment, as of the Incremental AgreementSixth Amendment Effective Date and after giving effect to this Sixth Amendment, such guaranteesthe Security Documents continue to be in full force and effect, pledges, grants (B) agrees as of the Sixth Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Security Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Sixth Amendment) and (C) as of the Sixth Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (including this Sixth Amendment), in each case after giving effect to this Sixth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the Sixth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, Agreement (as amended, reaffirmed modified hereby) and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan other Credit Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents this Sixth Amendment; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this Sixth Amendment or any other Credit Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Vistra Energy Corp.)

Reaffirmation. Each By signing this Amendment, each Credit Party hereby confirms that (a) notwithstanding the effectiveness of the Reaffirming Parties hereby consents to the Incremental Agreement this Amendment and the transactions contemplated thereby hereby, the obligations of such Credit Parties under the Amended Credit Agreement (including with respect to the 2024 Additional Term Loans contemplated by this Agreement) and the other Credit Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents, (ii) constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (iii) each Guarantor hereby confirms and ratifies its respective guarantees, pledges, grants of security interests and other obligations, continuing unconditional obligations as applicable, Guarantor under and subject the Credit Agreement as amended hereby with respect to the terms of each all of the Loan Documents Guaranteed Obligations and (iv) each Credit Document to which it such Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (including in the Guarantee and Collateral case of the Credit Agreement, as amended by the 2011 Amendment Agreement), hereby) and agrees that, notwithstanding the effectiveness (b) each 2024 Additional Term Loan Lender shall be a “Secured Creditor” and a “Lender” (including without limitation for purposes of the Incremental definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement, such guarantees, pledges, grants ) for all purposes of security interests and other obligations, the Amended Credit Agreement and the terms of each of the Loan Documents other Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be party remain in full force and effect andeffect, upon the consummation are not released or reduced, and continue to secure full payment and performance of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementhereby.

Appears in 1 contract

Samples: Credit Agreement (Iridium Communications Inc.)

Reaffirmation. Each By executing and delivering a copy hereof, (i) each Borrower and each other Loan Party hereby (A) agrees that all Secured Obligations (including, without limitation, the 2023 Term Loans) are (or shall be) guaranteed pursuant to the Guarantee Agreement in accordance with the terms and provisions thereof and are (or shall be) secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Reaffirming Parties hereby consents Liens granted by it pursuant to the Incremental Security Documents, (B) agrees that, after giving effect to this Amendment and the taking of the actions set forth on Exhibit B, the Guarantee Agreement and the transactions contemplated thereby Liens created pursuant to the Security Documents for the benefit of the Secured Parties (including, without limitation, the 2023 Term Lenders) continue to be in full force and hereby confirms its respective guaranteeseffect, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee Perfection Requirements and Collateral Agreement, as amended by the 2011 Amendment Agreement)permitted non-perfection, and agrees that(C) affirms, notwithstanding acknowledges and confirms all of its obligations and liabilities under the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests Amended Credit Agreement and each other obligations, and the terms of each of the Loan Documents Document to which it is a party, are not impaired or affected all as provided in any manner whatsoever such Loan Documents, and shall acknowledges and agrees that such obligations and liabilities continue to be in full force and effect andin respect of, upon and in the consummation case of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes Liens arising under the Loan Documents and (iii) to secure, the Secured Obligations under the 2011 Credit AgreementAgreement and the other Loan Documents (including, as affected without limitation, the Secured Obligations with respect to the 2023 Term Loans), in each case after giving effect to this Amendment and the taking of the actions set forth on Exhibit B and subject to the Perfection Requirements and permitted non-perfection. Furthermore, each Loan Party incorporated in the Netherlands hereby confirms that any Lien created by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, it under the Guarantee Security Documents has always been intended to extend to the obligations of the Secured Parties under the Loan Documents as amended and Collateral Agreementrestated from time to time, including as amended by this Amendment, and shall so extend thereto in accordance with the terms of the Loan Documents.

Appears in 1 contract

Samples: First Lien Credit Agreement (Clarios International Inc.)

Reaffirmation. (A) Each of Holdings, the Reaffirming Parties hereby consents to the Incremental Agreement Borrower and the transactions contemplated thereby Subsidiary Guarantors (each, a “Reaffirming Party”) hereby (a) affirms and hereby confirms its respective guarantees, pledges, grants of security interests Liens, covenants, agreements and other obligations, as applicable, commitments under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a partyparty and (b) agrees that (i) each Loan Document to which it is a party shall continue to be in full force and effect, (ii) all obligations and liabilities of the Borrower under the Original Credit Agreement, as amended pursuant to this Amendment No. 3, constitute “Guaranteed Obligations” under and as defined in each of the Holdings Guaranty and Pledge Agreement and the Credit Agreement and are not impaired or affected guaranteed by and entitled to the benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in any manner whatsoever Article III of the Credit Agreement, (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under the Original Credit Agreement, as amended pursuant to this Amendment No. 3 constitute “Secured Obligations” under and as defined in the Pledge Agreement and are secured by and entitled to the benefits of the Pledge Agreement and the other Security Documents, (iv) all obligations and liabilities of Holdings under the Holdings Guaranty and Pledge Agreement constitute “Secured Obligations” under and as defined in the Holdings Guaranty and Pledge Agreement and are secured by and entitled to the benefits of the Holdings Guaranty and Pledge Agreement and (iv) all guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents and all Liens granted under the Security Documents shall continue to be in full force and effect and, upon and shall accrue to the consummation benefit of the Secured Parties and shall not be impaired or discharged hereby or by the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementhereby.

Appears in 1 contract

Samples: Credit Agreement (Lamar Media Corp/De)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Reaffirming Parties hereby consents to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guaranteesBorrowers (including, pledges, grants of security interests and other obligationswithout limitation, as applicable, under and subject the 2013 Incremental Term Loans, the Revolving Credit Exposure related to the terms of each of 2013 Revolving Commitment Increases and 2013 Refinancing Term Loans) shall be guaranteed pursuant to the Loan Documents to which it is party (including the First-Lien Guarantee and Collateral Agreement, as amended by Agreement in accordance with the 2011 Amendment Agreement), terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Third Amendment, after giving effect to this Third Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan First-Lien Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andand (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 Incremental Term Loans, upon the consummation Revolving Credit Exposure relating to the 2013 Revolving Commitment Increases and the 2013 Refinancing Term Loans), in each case after giving effect to this Third Amendment, including its guarantee of the transactions contemplated by Obligations and the Incremental Agreement, shall also secure all Obligations pledge of each and/or grant of the Reaffirming Parties under the 2011 Credit Agreement, a security interest in its assets as amended, reaffirmed and increased Collateral pursuant to the Incremental Agreement. Each of First-Lien Security Documents to secure such Obligations, all as provided in the Reaffirming Parties First-Lien Security Documents, and acknowledges and agrees that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes secure, such Obligations under the Credit Agreement and the other Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Third Amendment.

Appears in 1 contract

Samples: Credit Agreement (Univision Holdings, Inc.)

Reaffirmation. Each By signing this Amendment, each Credit Party hereby confirms that (a) notwithstanding the effectiveness of the Reaffirming Parties hereby consents to the Incremental Agreement this Amendment and the transactions contemplated thereby hereby, the obligations of such Credit Parties under the Amended Credit Agreement (including with respect to the 2020 Additional Term Loans contemplated by this Agreement) and the other Credit Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents, (ii) constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (iii) each Guarantor hereby confirms and ratifies its respective guarantees, pledges, grants of security interests and other obligations, continuing unconditional obligations as applicable, Guarantor under and subject the Credit Agreement as amended hereby with respect to the terms of each all of the Loan Documents Guaranteed Obligations and (iv) each Credit Document to which it such Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (including in the Guarantee and Collateral case of the Credit Agreement, as amended by the 2011 Amendment Agreement), hereby) and agrees that, notwithstanding the effectiveness (b) each 2020 Additional Term Loan Lender shall be a “Secured Creditor” and a “Lender” (including without limitation for purposes of the Incremental definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement, such guarantees, pledges, grants ) for all purposes of security interests and other obligations, the Amended Credit Agreement and the terms of each of the Loan Documents other Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be party remain in full force and effect andeffect, upon the consummation are not released or reduced, and continue to secure full payment and performance of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementhereby.

Appears in 1 contract

Samples: Credit Agreement (Iridium Communications Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Loan Party hereby agrees that, as of the Reaffirming Parties hereby consents First Amendment Effective Date and after giving effect to this First Amendment, all Obligations of the Borrower shall be guaranteed pursuant to the Incremental Guarantee Agreement in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Security Documents in accordance with the terms of and provisions thereof; and (ii) each of the Loan Documents to which it is party Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this First Amendment, as of the Incremental AgreementFirst Amendment Effective Date and after giving effect to this First Amendment, such guaranteesthe Security Documents continue to be in full force and effect, pledges, grants (B) agrees as of the First Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Security Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for all Obligations under the Loan Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this First Amendment) and (C) as of the First Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document (including this First Amendment) to which it is a party, in each case, after giving effect to this First Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the First Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Amended Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the other Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis First Amendment.

Appears in 1 contract

Samples: Credit Agreement (EVERTEC, Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof: (a) each Borrower in its capacity as such immediately after giving effect to this Amendment and transactions contemplated hereby (including the release set forth in Section 2.6 above), hereby affirms and confirms all of its Obligations under the Reaffirming Parties hereby Existing Credit Agreement (after giving effect to all repayments and ​ terminations described in Section 2.5 above), the Amended Credit Agreement, and each other Loan Document (including, without limitation, (x) the USD Term A Loans, the USD Revolving Loans, the USD Swing Line Loans and other Obligations related to the USD Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement, and (y) the Multicurrency Revolving Loans, the Multicurrency Swing Line Loans and other Obligations related to the Multicurrency Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement), consents to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject modifications made to the terms of each of the Loan Documents pursuant to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement)this Amendment, and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, this Amendment and the terms of each of the Loan transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and party shall continue to be in full force and effect andin the manner provided therein, upon (b) in the consummation case of each Domestic Guarantor (as defined in the Guaranty) in its capacity as such immediately after giving effect to this Amendment and the transactions contemplated by hereby (including the Incremental Agreementrelease set forth in Section 2.6 above), shall also secure such Domestic Guarantor hereby affirms and confirms all of its Guaranteed Obligations of each (after giving effect to all repayments and terminations described in Section 2.5 above) under and as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Reaffirming Parties under the 2011 Amended Credit Agreement), as amended, reaffirmed and increased pursuant consents to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant modifications made to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be in full force and effect in the manner provided therein and (iiic) in the case of each Foreign Guarantor (as defined in the Guaranty) in its capacity as such immediately after giving effect to this Amendment and the transactions contemplated hereby (including the release set forth in Section 2.6 above), such Foreign Guarantor hereby affirms and confirms all of its Guaranteed Foreign Obligations (after giving effect to all repayments and terminations described in Section 2.5 above) under and as defined in the 2011 Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Agreement), as affected by consents to the Incremental Agreementmodifications made to the Loan Documents pursuant to this Amendment, are “Guarantor Obligations” and “Borrower Obligations,” as applicableagrees that, under notwithstanding the Guarantee effectiveness of this Amendment and Collateral the transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be in full force and effect in the manner provided therein, in the case of clauses (a), (b) and (c) of this paragraph, subject in all respects to Section 12.22 of the Amended Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (BALL Corp)

Reaffirmation. Each of the Reaffirming Parties hereby consents Subject to the Incremental Agreement and the transactions contemplated thereby and hereby confirms any limitations on its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of obligations expressly stated in the Loan Documents to which it is a party, the Borrower, Holdings and each other Loan Party, as of the Amendment No. 2 Effective Date, (i) acknowledges and agrees that all of its obligations (including, for the avoidance of doubt, obligations with respect to the 2024 Incremental Revolving Commitments) under the Amended Credit Agreement and the other the Loan Documents to which it is a party are not impaired or affected in any manner whatsoever reaffirmed and shall continue to be remain in full force and effect and, upon the consummation of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, on a continuous basis as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under extent provided in the Loan Documents, (ii) the Tranche B-3 Term Loans being provided reaffirms each Lien granted by each Loan Party to the Borrower Administrative Agent for the benefit of the Secured Parties and reaffirms the Guarantees made pursuant to the Incremental Guaranty Agreement are “Loans” as and “Incremental Term Loans” and constitute part of to the “Obligations” for all purposes under extent provided in the Loan Documents (in each case, including, for the avoidance of doubt, with respect to the 2024 Incremental Revolving Commitments) and (iii) acknowledges and agrees that the Obligations grants of Liens by and the Guarantees of the Loan Parties contained in the Guaranty Agreement and the Security Documents (in each case, including, for the avoidance of doubt, with respect to the 2024 Incremental Revolving Commitments) are, and shall remain, in full force and effect after giving effect to this Amendment as and to the extent provided in the Loan Documents. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the 2011 Amended Credit Agreement or the other Loan Documents, which shall remain in full force and effect, except to any extent modified hereby. Holdings acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Loan Party is not required by the terms of the Existing Credit Agreement, as affected by the Amended Credit Agreement or any other Loan Document (in each case, including, for the avoidance of doubt, Liens and Guarantees with respect to the 2024 Incremental Revolving Commitments) to consent to the amendment to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicablethe Amended Credit Agreement, under this Amendment or any Loan Document shall be deemed to require the Guarantee and Collateral consent of such Loan Party to any future amendments to the Amended Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Xerox Corp)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Eighth Amendment Effective Date and after giving effect to the Incremental Agreement this Eighth Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledgesall Obligations of the Borrower (including, grants of security interests and other obligationswithout limitation, as applicable, under and subject the Revolving Credit Exposure with respect to the terms of each of the Loan Documents 2019 New Revolving Credit Commitments) shall be guaranteed pursuant to which it is party (including the Guarantee in accordance with the terms and Collateral Agreement, as amended by provisions thereof and shall be secured pursuant to the 2011 Amendment Agreement), Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Eighth Amendment, as of the Incremental AgreementEighth Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the Eighth Amendment Effective Date and after giving effect to this Eighth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and other obligationsarising under each Security Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby), in each case after giving effect to this Eighth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Eighth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation of Credit Agreement and the other Credit Documents, in each case after giving effect to this Eighth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents hereby; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this Eighth Amendment or any other Credit Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Vistra Energy Corp.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents First Amendment Effective Date and after giving effect to the Incremental Agreement this First Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledgesall Obligations of the Borrower (including, grants of security interests and other obligationswithout limitation, as applicable, under and subject the Revolving Credit Exposure with respect to the terms of each of the Loan Documents 2022-A New Revolving Credit Commitments) shall be guaranteed pursuant to which it is party (including the Guarantee in accordance with the terms and Collateral Agreement, as amended by provisions thereof and shall be secured pursuant to the 2011 Amendment Agreement), Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, as of the Incremental AgreementFirst Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the First Amendment Effective Date and after giving effect to this First Amendment and the transactions contemplated hereby, all of the Liens and security interests created and other obligationsarising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this First Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the First Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation Credit Agreement and the other Credit Documents, in each case after giving effect to this First Amendment and the incurrence of the 2022-A Revolving Commitment Increase effected hereby and the other transactions contemplated by hereby; and (iii) each Guarantor agrees that nothing in the Incremental Credit Agreement, this First Amendment or any other Credit Document shall also secure be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This First Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all Obligations of the respective obligations of each of the Reaffirming Parties Borrower and each other Credit Party under the 2011 Credit Agreement, as amended, reaffirmed Security Documents to which it is a party shall continue in full force and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementeffect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Second Amendment Effective Date and after giving effect to this Second Amendment, all Obligations of the Borrower shall be guaranteed pursuant to the Incremental Agreement Guaranty in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Collateral Documents in accordance with the terms of and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Second Amendment, as of the Incremental AgreementSecond Amendment Effective Date and after giving effect to this Second Amendment, such guaranteesthe Collateral Documents continue to be in full force and effect, pledges, grants (B) agrees as of the Second Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Collateral Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Second Amendment) and (C) as of the Second Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (including this Second Amendment), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets constituting Collateral pursuant to the Collateral Documents to secure such Obligations, all as provided in the Collateral Documents, and acknowledges and agrees that as of the Second Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, Agreement (as amended, reaffirmed modified hereby) and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan other Credit Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents this Second Amendment; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this Second Amendment or any other Credit Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Credit Agreement.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Cryolife Inc)

Reaffirmation. Each of the Reaffirming Loan Parties hereby consents to the Incremental amendment of the Credit Agreement and the transactions contemplated thereby described in Section 1 of this Amendment and hereby confirms its respective guarantees, pledges, grants of security interests interests, subordinations and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement)party, and confirms, agrees and acknowledges that, notwithstanding the effectiveness consummation of the Incremental Agreementthis Amendment, such guarantees, pledges, grants of security interests interests, subordinations and other obligations, and the terms of each of the Loan Documents to which it is a party, except as expressly modified by this Amendment, are not affected or impaired or affected in any manner whatsoever and shall continue to be in full force and effect and, upon the consummation of the transactions contemplated by the Incremental Agreement, and shall also guarantee and secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, obligations as amended, amended and reaffirmed and increased pursuant to the Incremental AgreementCredit Agreement and this Amendment. Each of the Reaffirming Loan Parties confirms, acknowledges and agrees that (i) the Lenders, the 2019 Term B Euro Incremental Lenders Lender providing Tranche B-3 the 2019 Term B Euro Incremental Loans pursuant to and the 2019 Term B USD Incremental Agreement Lender providing the 2019 Term B USD Incremental Loans are “Lenders” and “Secured Parties” for all purposes under the Loan Documents. For the avoidance of doubt, (ii) each Loan Party hereby restates the Tranche B-3 Term Loans being provided provisions of Article II of the Security Agreement and agrees that all references in the Security Agreement to the Borrower pursuant to the Incremental Agreement are Loans” and “Incremental Term Loans” and constitute part of the “Secured Obligations” for all purposes under shall include the Loan Documents 2019 Term B Euro Incremental Loans and (iii) the Obligations under the 2011 Credit Agreement, as affected by the 2019 Term B USD Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral AgreementLoans.

Appears in 1 contract

Samples: First Lien Credit Agreement (McAfee Corp.)

Reaffirmation. Each of the The Reaffirming Parties hereby consents Parties, as party to the Incremental Agreement Credit Agreement, the Subsidiary Guaranty, the Security Documents and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents (in each case, to which it such Reaffirming Party is party a party) and as amended, supplemented or otherwise modified from time to time, hereby (including i) acknowledges and agrees that the Guarantee Tranche B-1 Term Loan Lenders, the Tranche B-2 Term Loan Lenders, the Tranche B-3 Term Loan Lenders and Collateral the 2018 Revolving Lenders are Lenders and the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans and the 2018 Revolving Loans are Loans, and that all of its obligations under the Credit Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, Security Documents and the terms of each of the other Loan Documents to which it is a party, party are not impaired or affected in any manner whatsoever reaffirmed and shall continue to be remain in full force and effect and, upon the consummation of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documentson a continuous basis, (ii) ratifies and reaffirms (A) each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties, (B) any guaranties made by it pursuant to the Subsidiary Guaranty, the Credit Agreement and the other Loan Documents and (C) the validity and enforceability of all of such Liens and security interests heretofore granted, pursuant to and in connection with the Subsidiary Guaranty, the Security Documents or any other Loan Document to Collateral Agent, on behalf and for the benefit of each Secured Party, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, (iii) acknowledges and agrees that the grants of security interests by the Obligors contained in the Security Agreement and any other Security Document shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by each Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans being provided and the 2018 Revolving Loans under the Credit Agreement and are entitled to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part benefits of the “Obligations” for all purposes guarantees and the security interests set forth or created in the Subsidiary Guaranty, the Security Documents and the other Loan Documents. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Loan Documents Documents, which shall remain in full force and (iii) the Obligations under the 2011 Credit Agreementeffect, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementexcept to any extent modified hereby.

Appears in 1 contract

Samples: Credit Agreement (Ferro Corp)

Reaffirmation. Each As of the Reaffirming Parties Amendment No. 3 Effective Date, each Credit Party hereby consents to confirms that (a) notwithstanding the Incremental Agreement effectiveness of this Amendment and the transactions contemplated thereby hereby, (i) the obligations of such Credit Parties under the Amended Credit Agreement (including, from and after the Amendment No. 3 Effective Date, with respect to the Term B-2 Loans contemplated by this Agreement) and the other Credit Documents are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents and constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (ii) each Guarantor hereby confirms and ratifies its respective guarantees, pledges, grants of security interests and other obligations, continuing unconditional obligations as applicable, Guarantor under and subject the Credit Agreement as amended hereby with respect to the terms of each all of the Loan Documents Guaranteed Obligations and (iii) each Credit Document to which it such Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (including in the Guarantee and Collateral case of the Credit Agreement, as amended by the 2011 Amendment Agreement), hereby) and agrees that, notwithstanding the effectiveness (b) each Term B-2 Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, Amended Credit Agreement and the terms other Credit Documents. Each Credit Party ratifies and confirms its prior grant and the validity of each of all Liens granted pursuant to the Loan Credit Documents and that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be party remain in full force and effect andeffect, upon the consummation are not released or reduced, and continue to secure full payment and performance of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementhereby.

Appears in 1 contract

Samples: Credit Agreement (VERRA MOBILITY Corp)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Fifteenth Amendment Effective Date and after giving effect to the Incremental Agreement this Fifteenth Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledgesall Obligations of the Borrower (including, grants of security interests and other obligationswithout limitation, as applicable, under and subject the 2023 Incremental Term Loans) shall be guaranteed pursuant to the Guarantee in accordance with the terms of and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Fifteenth Amendment, as of the Incremental AgreementFifteenth Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the Fifteenth Amendment Effective Date and after giving effect to this Fifteenth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and other obligationsarising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Fifteenth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Fifteenth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation Credit Agreement and the other Credit Documents, in each case after giving effect to this Fifteenth Amendment and the incurrence of the 2023 Incremental Term Loans effected hereby and the other transactions contemplated by hereby (including the 2018 Incremental Term Loan Maturity Extension); and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Fifteenth Amendment or any other Credit Document shall also secure be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement (as modified hereby). This Fifteenth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all Obligations of the respective obligations of each of the Reaffirming Parties Borrower and each other Credit Party under the 2011 Credit Agreement, as amended, reaffirmed Security Documents to which it is a party shall continue in full force and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementeffect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Seventh Amendment Effective Date and after giving effect to the Incremental Agreement this Seventh Amendment and the transactions contemplated thereby hereby, all Obligations of the Borrower (including, without limitation, the 2018 Incremental Term Loans and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject the Revolving Credit Exposure with respect to the terms of each of the Loan Documents 2018 New Revolving Credit Commitments) shall be guaranteed pursuant to which it is party (including the Guarantee in accordance with the terms and Collateral Agreement, as amended by provisions thereof and shall be secured pursuant to the 2011 Amendment Agreement), Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Seventh Amendment, as of the Incremental AgreementSeventh Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the Seventh Amendment Effective Date and after giving effect to this Seventh Amendment and the transactions contemplated hereby, all of the Liens and security interests created and other obligationsarising under each Security Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby), in each case after giving effect to this Seventh Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and Table of Contents agrees that, as of the Seventh Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation Credit Agreement and the other Credit Documents, in each case after giving effect to this Seventh Amendment and the incurrence of the 2018 Incremental Term Loans and the 2018 Revolving Commitment Increase effected hereby and the other transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents hereby; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this Seventh Amendment or any other Credit Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Vistra Energy Corp.)

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectively, the Borrower and such Guarantors, the “Reaffirming Parties Loan Parties”) hereby consents acknowledges that it expects to the Incremental Agreement receive substantial direct and indirect benefits as a result of this Amendment No. 2 and the transactions contemplated thereby hereby. Each Reaffirming Loan Party hereby consents to this Amendment No. 2 and the transactions contemplated hereby, and hereby confirms its respective guaranteesguarantees (including in respect of the Amendment No. 2 Additional Initial Term Loan and the Amendment No. 2 Additional Revolving Credit Commitment), pledges, prior pledges and prior grants of security interests and other obligationsinterests, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement)party, and agrees that, notwithstanding after giving effect to this Amendment No. 2 and the effectiveness of the Incremental Agreementtransactions contemplated hereby, such guarantees, pledges, pledges and grants of security interests and other obligations, and all Liens in the terms of each of Collateral granted under the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and, upon and shall accrue to the consummation benefit of the transactions contemplated by New Collateral Agent for the Incremental Agreement, shall also secure all Obligations of each benefit of the Reaffirming Secured Parties under (including any holder of the 2011 Amendment No. 2 Additional Initial Term Loan and the Amendment No. 2 Additional Revolving Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental AgreementCommitment). Each of the Reaffirming Loan Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant hereby reaffirms its obligations under each provision of each Loan Document to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementwhich it is party.

Appears in 1 contract

Samples: Credit Agreement (Blucora, Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Fourth Amendment Effective Date and after giving effect to the Incremental Agreement this Fourth Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledgesall Obligations of the Borrower (including, grants of security interests and other obligationswithout limitation, as applicable, under and subject the Revolving Credit Exposure with respect to the terms of each of the Loan Documents 2022-D New Revolving Credit Commitments) shall be guaranteed pursuant to which it is party (including the Guarantee in accordance with the terms and Collateral Agreement, as amended by provisions thereof and shall be secured pursuant to the 2011 Amendment Agreement), Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Fourth Amendment, as of the Incremental AgreementFourth Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the Fourth Amendment Effective Date and after giving effect to this Fourth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and other obligationsarising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Fourth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Fourth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation Credit Agreement and the other Credit Documents, in each case after giving effect to this Fourth Amendment and the incurrence of the 2022-D Revolving Commitment Increase effected hereby and the other transactions contemplated by hereby; and (iii) each Guarantor agrees that nothing in the Incremental Credit Agreement, this Fourth Amendment or any other Credit Document shall also secure be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Fourth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all Obligations of the respective obligations of each of the Reaffirming Parties Borrower and each other Credit Party under the 2011 Credit Agreement, as amended, reaffirmed Security Documents to which it is a party shall continue in full force and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementeffect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) the Reaffirming Parties Borrower hereby consents to agrees that all Loans incurred by the Incremental Agreement Borrower (including, without limitation, the 2016 New Replacement Term Loans, the 2016 Converted Replacement Term Loans and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject 2016 Incremental Term Loans incurred by the Borrower) shall be guaranteed pursuant to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by Agreement in accordance with the 2011 Amendment Agreement), terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andeffect, upon the consummation (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the Incremental Agreement, shall also secure all Obligations perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (iias amended by this First Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Tranche B-3 Credit Agreement and each other Loan Document (including the 2016 New Replacement Term Loans, the 2016 Converted Replacement Term Loans being provided and the 2016 Incremental Term Loans), in each case after giving effect to this First Amendment, including its guarantee of the Borrower Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement are “Loans” Security Documents to secure such Obligations, all as provided in the Security Documents, and “Incremental Term Loans” acknowledges and constitute part of the “Obligations” for all purposes under the Loan Documents agrees that such obligations, liabilities, guarantee, pledge and (iii) the grant continue in full force and effect in respect of, and to secure, such Obligations under the 2011 Credit AgreementAgreement and the other Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as affected amended by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis First Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents First Amendment Effective Date and after giving effect to the Incremental Agreement this First Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledgesall Obligations of the Borrower (including, grants of security interests and other obligationswithout limitation, as applicable, under and subject the 2021 Incremental Term Loans) shall be guaranteed pursuant to the Guarantees in accordance with the terms of and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this First Amendment, as of the Incremental AgreementFirst Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the First Amendment Effective Date and after giving effect to this First Amendment and the transactions contemplated hereby, all of the Liens and security interests created and other obligationsarising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (in each case, as modified hereby) to which it is a party, in each case after giving effect to this First Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the First Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation Credit Agreement and the other Credit Documents, in each case after giving effect to this First Amendment, the incurrence of the 2021 Incremental Term Loans effected hereby and the other transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents hereby; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this First Amendment or any other Credit Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. Each By executing and delivering a copy hereof, (i) the Borrower and each other Loan Party hereby (A) agrees that all Loans (including, without limitation, the 2020 Incremental Term Loans made available on the First Amendment Effective Date) shall be guaranteed pursuant to the Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Collateral Documents in accordance with the terms and provisions thereof, and (ii) the Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Reaffirming Parties hereby consents Liens granted by it pursuant to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guaranteesCollateral Documents, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and B) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, Guaranty and the terms of each Liens created pursuant to the Collateral Documents for the benefit of the Loan Documents to which it is a partySecured Parties (including, are not impaired or affected in any manner whatsoever and shall without limitation, the 2020 Incremental Term Lenders) continue to be in full force and effect andand (C) affirms, upon the consummation acknowledges and confirms its guarantee of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties obligations and liabilities under the 2011 Credit Agreement, Agreement and each other Loan Document to which it is a party and the pledge of and/or grant of security interest in its assets as amended, reaffirmed and increased pursuant Collateral to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) secure the Obligations under the 2011 Credit Agreement, in each case after giving effect to this First Amendment, all as affected by provided in such Loan Documents, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, Obligations under the Guarantee Credit Agreement and Collateral Agreementthe other Loan Documents, each as amended hereby, including the 2020 Incremental Term Loans (including, without limitation, the Obligations with respect to the 2020 Incremental Term Loans), in each case after giving effect to this First Amendment.

Appears in 1 contract

Samples: First Lien Credit Agreement (WCG Clinical, Inc.)

Reaffirmation. Each of Holdings and the Reaffirming Parties Borrower, on behalf of itself and each other Credit Party, hereby consents to expressly acknowledges the Incremental terms of this Agreement and confirms and reaffirms, (x) as of the transactions contemplated thereby Amendment Effective Date No. 1, and hereby confirms its respective after giving effect to this Agreement (other than the provisions set forth in clauses 3, 4, 5 and 6 of Article II), (i) the prior obligations, covenants, guarantees, pledges, grants of Liens and security interests and agreements or other commitments contained in each Credit Document to which a Credit Party is a party, including, in each case, such obligations, as applicablecovenants, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of Liens and security interests and agreements or other commitments as in effect immediately after giving effect to this Agreement and the transactions contemplated hereby, (ii) each Credit Party’s guarantee of the Obligations (including, without limitation, Obligations with respect to the Revolving Credit Commitments (including the Amendment No. 6 Revolving Credit Commitments)) under each Guarantee, as applicable, and (iii) each Credit Party’s prior grant of Liens and security interests on the Collateral to secure the Obligations (including, without limitation, the Obligations with respect to the Revolving Credit Commitments (including the Amendment No. 6 Revolving Credit Commitments)) pursuant to the Security Documents and (y) as of the Amendment Effective Date No. 2, and after giving effect to the provisions set forth in clauses 3, 4, 5 and 6 of Article II this Agreement, (i) the prior obligations, covenants, guarantees, pledges, grants of Liens and the terms of security interests and agreements or other commitments contained in each of the Loan Documents Credit Document to which it a Credit Party is a party, are not impaired including, in each case, such obligations, covenants, guarantees, pledges, grants of Liens and security interests and agreements or affected other commitments as in any manner whatsoever effect immediately after giving effect to this Agreement and the transactions contemplated hereby, (ii) each Credit Party’s guarantee of the Obligations under each Guarantee, as applicable, and (iii) each Credit Party’s prior grant of Liens and security interests on the Collateral to secure the Obligations pursuant to the Security Documents. Each of Holdings and the Borrower, on behalf of itself and each other Credit Party, hereby agrees that after giving effect to this Agreement and the transactions contemplated hereby (A) each Credit Document to which each Credit Party is a party is ratified and reaffirmed in all respects and shall continue to be in full force and effect andand (B) all guarantees, upon pledges, grants of Liens and security interests, covenants, agreements and other commitments by such Credit Party under the consummation Credit Documents shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties and shall not be affected, impaired or discharged hereby or by the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral in this Agreement.

Appears in 1 contract

Samples: First Lien Credit Agreement (BrightSpring Health Services, Inc.)

Reaffirmation. The parties hereto acknowledge and agree that (i) this Fifth Amendment, any other Loan Document or other document or instrument executed and delivered in connection herewith do not constitute a novation, or termination of the obligations of the Borrower and the Subsidiary Guarantors under the Credit Agreement as in effect prior to the Fifth Amendment Effective Date (collectively, the “Obligations”) and (ii) such Obligations are in all respects continuing (as amended by this Fifth Amendment) with only the terms thereof being modified to the extent provided in this Fifth Amendment. Each of the Reaffirming Parties Borrower and the Subsidiary Guarantors hereby consents to the Incremental Agreement entering into the Fifth Amendment and each of the transactions contemplated thereby and hereby hereby, confirms its respective guarantees, pledges, grants of security interests interests, Liens and other obligations, as applicable, under and subject to the terms of the Security Documents to which it is a party and each of the other Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement)party, and agrees that, notwithstanding the effectiveness of the Incremental AgreementFifth Amendment or any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests interests, Liens and other obligations, and the terms of each of the other Security Documents to which it is a party and each of the other Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and, upon the consummation of the transactions contemplated by the Incremental Agreement, and shall also continue to secure all Obligations of each of the Reaffirming Parties under the 2011 Credit AgreementGuaranteed Obligations, as amended, reaffirmed and increased modified pursuant to the Incremental Agreement. Each Fifth Amendment or any of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementtransactions contemplated thereby.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Reaffirmation. Each By executing and delivering this Second Amendment, (i) the Borrower and each other Loan Party hereby agrees that all Loans (including, without limitation, any Loans made pursuant to the 2021 Incremental Revolving Commitments or the 2021 Refinancing Revolving Commitments made available on the Second Amendment Operative Date) shall be guaranteed pursuant to the Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Collateral Documents in accordance with the terms and provisions thereof, and (ii) the Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Reaffirming Parties hereby consents Liens granted by it pursuant to the Incremental Agreement Collateral Documents, (B) agrees that after giving effect to this Second Amendment and the transactions contemplated thereby Second Amendment Operative Date, the Guaranty and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject the Liens created pursuant to the terms of each Collateral Documents for the benefit of the Loan Documents to which it is party Secured Parties (including including, without limitation, the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of the 2021 Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, Revolving Lenders and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall 2021 Refinancing Revolving Lenders) continue to be in full force and effect andand (C) affirms, upon the consummation acknowledges and confirms its guarantee of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties obligations and liabilities under the 2011 Credit Agreement, Agreement and each other Loan Document to which it is a party and the pledge of and/or grant of security interest in its assets as amended, reaffirmed and increased pursuant Collateral to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) secure the Obligations under the 2011 Credit Agreement, in each case after giving effect to this Second Amendment and the Second Amendment Operative Date, all as affected by provided in such Loan Documents, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, Obligations under the Guarantee Credit Agreement and Collateral Agreementthe other Loan Documents, each as amended hereby, including the 2021 Incremental Revolving Commitments and the 2021 Refinancing Revolving Commitments, in each case after giving effect to this Second Amendment and the Second Amendment Operative Date.

Appears in 1 contract

Samples: Lien Credit Agreement (Mister Car Wash, Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Fourth Amendment Effective Date and after giving effect to this Fourth Amendment, all Obligations of the Borrower shall be guaranteed pursuant to the Incremental Agreement Guaranty in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Collateral Documents in accordance with the terms of and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Fourth Amendment, as of the Incremental AgreementFourth Amendment Effective Date and after giving effect to this Fourth Amendment, such guaranteesthe AMERICAS 118492174 Collateral Documents continue to be in full force and effect, pledges, grants (B) agrees as of the Fourth Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Collateral Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Fourth Amendment) and (C) as of the Fourth Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (including this Fourth Amendment), in each case after giving effect to this Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets constituting Collateral pursuant to the Collateral Documents to secure such Obligations, all as provided in the Collateral Documents, and acknowledges and agrees that as of the Fourth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Amended Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan other Credit Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents this Fourth Amendment; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this Fourth Amendment or any other Credit Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Amended Credit Agreement.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Artivion, Inc.)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) each Loan Party hereby agrees that all Loans incurred by the Reaffirming Parties hereby consents Borrower (including, without limitation, the 2020 New Refinancing Term B Loans and the 2020 Converted Refinancing Term B Loans) shall be guaranteed pursuant to the Incremental Agreement Guaranty in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the terms of each of the Loan Collateral Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by hereby) in accordance with the 2011 Amendment Agreement), terms and provisions thereof; (ii) each Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Fourth Amendment, after giving effect to this Fourth Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Collateral Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and, upon the consummation effect; (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under each Collateral Document remain in full force and effect on a continuous basis, and the Incremental Agreement, shall also secure all Obligations perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under its guarantees in the Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case, to the Borrower extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Fourth Amendment) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2020 New Refinancing Term B Loans and the 2020 Converted Refinancing Term B Loans), in each case after giving effect to this Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement are “Loans” Collateral Documents (as amended hereby) to secure such Obligations, all as provided in the Collateral Documents (as amended hereby), and “Incremental Term Loans” acknowledges and constitute part of the “Obligations” for all purposes agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents Documents, in each case after giving effect to this Fourth Amendment and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this Fourth Amendment or any other Loan Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Michaels Companies, Inc.)

Reaffirmation. Each As of the Reaffirming Parties First Restatement Effective Date, each Credit Party hereby consents to confirms that (a) notwithstanding the Incremental Agreement effectiveness of this Restatement and the transactions contemplated thereby hereby, (i) the obligations of such Credit Parties under the Amended and Restated Credit Agreement (including, from and after the First Restatement Effective Date, with respect to the Initial Term Loans contemplated by this Agreement) and the other Credit Documents are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended and Restated Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents and constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended and Restated Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (ii) each Guarantor hereby confirms and ratifies its respective guarantees, pledges, grants of security interests and other obligations, continuing unconditional obligations as applicable, Guarantor under and subject the Existing Credit Agreement as amended hereby with respect to the terms of each all of the Loan Documents Guaranteed Obligations and (iii) each Credit Document to which it such Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (including in the Guarantee and Collateral case of the Existing Credit Agreement, as amended by the 2011 Amendment Agreement), hereby) and agrees that, notwithstanding the effectiveness (b) each Additional Refinancing Term Loan Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Incremental Agreement, such guarantees, pledges, grants of security interests Amended and other obligations, Restated Credit Agreement and the terms other Credit Documents. Each Credit Party ratifies and confirms its prior grant and the validity of each of all Liens granted pursuant to the Loan Credit Documents and that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be party remain in full force and effect andeffect, upon the consummation are not released or reduced, and continue to secure full payment and performance of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementhereby.

Appears in 1 contract

Samples: And Restatement Agreement (VERRA MOBILITY Corp)

Reaffirmation. (a) Each of the Reaffirming Parties hereby consents to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party Party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and i) agrees that, notwithstanding the issuance of the 4.375% Senior Secured Notes and/or the effectiveness of the Incremental AgreementAmendment or consummation of the 2021 Term Loan Transactions, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Security Documents (as each may have been amended, restated, supplemented, modified and/or confirmed on or prior to the date hereof) set forth or otherwise referenced on Schedule B hereto to which it is a partyparty (each, are not impaired or affected in any manner whatsoever and shall continue a “Reaffirmed Security Document”) continues to be in full force and effect andeffect, upon the consummation of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant subject to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” Legal Reservations, and “Secured Parties” for all purposes under the Loan Documentsis hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Tranche B-3 Term Loans being provided Collateral to the Borrower pursuant to extent provided in the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to (x) the “Secured Obligations” as defined in the 4.375% Senior Secured Notes Indenture, which have been designated as “Additional Obligations” under and pursuant to the First Lien Intercreditor Agreement (the “Secured Notes Designation”) and (y) any additional Bank Obligations arising as a result of the 2021 Term Loan Transactions, which shall, from and after the date hereof, be considered “Credit Agreement Obligations” under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral First Lien Intercreditor Agreement.

Appears in 1 contract

Samples: Refinancing and Incremental (Pactiv Evergreen Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof: (a) each Borrower in its capacity as such immediately after giving effect to this Amendment and transactions contemplated hereby (including the release set forth in Section 2.6 above) hereby affirms and confirms all of its Obligations under the Reaffirming Parties hereby Existing Credit Agreement, the Amended Credit Agreement, and each other Loan Document (including, without limitation, (x) the USD Term A Loans, the USD Revolving Loans, the USD Swing Line Loans and other Obligations related to the USD Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement, and (y) the Multicurrency Revolving Loans, the Multicurrency Swing Line Loans and other Obligations related to the Multicurrency Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement), consents to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject modifications made to the terms of each of the Loan Documents pursuant to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement)this Amendment, and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, this Amendment and the terms of each of the Loan transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and party shall continue to be in full force and effect andin the manner provided therein, upon (b) in the consummation case of each Domestic Guarantor (as defined in the Guaranty) in its capacity as such immediately after giving effect to this Amendment and the transactions contemplated by hereby (including the Incremental Agreementrelease set forth in Section 2.6 above), shall also secure such Domestic Guarantor hereby affirms and confirms all of its Guaranteed Obligations of each under and as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Reaffirming Parties under the 2011 Amended Credit Agreement), as amended, reaffirmed and increased pursuant consents to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant modifications made to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be in full force and effect in the manner provided therein and (iiic) in the case of each Foreign Guarantor (as defined in the Guaranty) in its capacity as such immediately after giving effect to this Amendment and the transactions contemplated hereby (including the release set forth in Section 2.6 above), such Foreign Guarantor hereby affirms and confirms all of its Guaranteed Foreign Obligations under and as defined in the 2011 Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Agreement), as affected by consents to the Incremental Agreementmodifications made to the Loan Documents pursuant to this Amendment, are “Guarantor Obligations” and “Borrower Obligations,” as applicableagrees that, under notwithstanding the Guarantee effectiveness of this Amendment and Collateral the transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be in full force and effect in the manner provided therein, in the case of clauses (a), (b) and (c) of this paragraph, subject in all respects to Section 12.22 of the Amended Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (BALL Corp)

Reaffirmation. Each In connection with the execution and delivery of this Amendment, (i) each of the Reaffirming Parties undersigned Guarantors (in its capacity as a Guarantor and as a Grantor) (a) hereby consents to the Incremental Agreement this Amendment and the transactions and modifications contemplated thereby and (b) hereby confirms its respective guarantees, pledges, grants of security interests ratifies and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including reaffirms the Guarantee and Collateral Agreement, as amended by including the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness guaranty of the Incremental AgreementObligations, such guarantees, pledges, the grants of security interests and other obligationsLiens on the Collateral to secure the Obligations, and the covenants and agreements contained therein and (ii) each of the undersigned Loan Parties reaffirms each Lien, if any, it granted pursuant to the Guarantee and Collateral Agreement and the other Security Documents to the Collateral Agent, which shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof, and shall continue to secure the Obligations, on and subject to the terms and conditions set forth in the Credit Agreement, the Guarantee and Collateral Agreement and the other Loan Documents. Without limiting the foregoing each Grantor hereby confirms that the Guarantee and Collateral Agreement and all other Security Documents, and all Collateral encumbered thereby or pursuant thereto continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the applicable Security Documents, the payment and performance of all Obligations, subject, however, in each case, to the limitations set forth herein and therein, as applicable. Each Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party, are not impaired party or affected in any manner whatsoever and shall otherwise bound continue to be in full force and effect andand that all of its obligations thereunder continue to be valid and enforceable, upon shall not be impaired or limited by the consummation execution or effectiveness of this Amendment. Each Guarantor represents and warrants, as to itself only, that all representations and warranties contained in the Guarantee and Collateral Agreement are true and correct in all material respects on and as of the transactions contemplated by date hereof to the Incremental Agreement, shall also secure all Obligations of each same extent as though made on and as of the Reaffirming Parties under the 2011 Credit Agreementdate hereof, as amended, reaffirmed and increased pursuant except to the Incremental Agreementextent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each For the purposes of this Section 2.2, the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are terms LendersCollateral” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under shall have the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under meanings ascribed to such terms in the Guarantee and Collateral Agreement.

Appears in 1 contract

Samples: Credit Agreement (Atkore International Group Inc.)

Reaffirmation. Each By signing this Amendment, each Credit Party hereby confirms that (a) notwithstanding the effectiveness of the Reaffirming Parties hereby consents to the Incremental Agreement this Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledges, grants the obligations of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and, upon the consummation of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Credit Parties under the 2011 Amended Credit Agreement (including with respect to the 2020 Delayed Draw Term Loans contemplated by this Amendment) and the other Loan Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, as amendedthe Security Agreement, reaffirmed the other Collateral Documents and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the other Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are constitute LoansGuarantee Obligations” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under of the Loan Amended Credit Agreement, the Security Agreement, the other Collateral Documents and all other Loan Documents, (iii) the Obligations each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the 2011 Credit Agreement as amended hereby with respect to all of the Guarantee Obligations and (iv) each Loan Document to which such Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (in the case of the Credit Agreement, as affected amended hereby) and (b) each 2020 DDTL Lender shall be a “Secured Party” and a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in Section 11.1 of the Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Loan Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by the Incremental Agreementsuch Person pursuant to any Loan Document to which it is a party remain in full force and effect, are “Guarantor Obligations” not released or reduced, and “Borrower Obligations,” continue to secure full payment and performance of the Obligations as applicable, under the Guarantee and Collateral Agreementincreased hereby.

Appears in 1 contract

Samples: Credit Agreement (R1 RCM Inc.)

Reaffirmation. Each of the Reaffirming Parties hereby consents to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to Loan Party hereto expressly acknowledges the terms of each this Amendment and reaffirms, as of the Loan Documents to which it is party (including date hereof and on the Guarantee and Collateral AgreementAmendment No. 4 Effective Date, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness that its guarantee of the Incremental Agreement, such guarantees, pledges, grants Obligations and its grant of Liens on and security interests and other obligations, and interest in the terms of Collateral to secure the Obligations pursuant to each of the Loan Documents Collateral Document to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be each case, remains in full force and effect and, upon on a continuous basis and extends to the consummation obligations of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Loan Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents (including the Credit Agreement as amended by this Amendment) subject to any limitations set out in the Credit Agreement (as so amended) and any other Loan Document applicable to that Loan Party. Each Loan Party agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (iiiwhether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the applicable Loans under the Amended Credit Agreement and that the Obligations under the 2011 Amended Credit Agreement, as affected by Agreement are included in the Incremental Agreement, are Guarantor Secured Obligations” and “Borrower Obligations,” (as applicable, under defined in the Guarantee and Collateral AgreementAgreement and the other Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan Document, and such Liens and security interests continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens or security interests.

Appears in 1 contract

Samples: Credit Agreement (Allison Transmission Holdings Inc)

Reaffirmation. Each of the Reaffirming Parties Borrower, each Subsidiary Guarantor executing this Amendment solely with respect to this Section 5.10, the Administrative Agent and the Lenders (i) hereby consents to the Incremental Agreement terms of this Amendment and the Credit Agreement, (ii) solely in the case of each Subsidiary Guarantor executing this Amendment solely with respect to this Section 5.10, hereby confirms that, after giving effect to this Amendment and the transactions contemplated thereby and hereby confirms hereby, its respective guarantees, pledges, grants of security interests and other obligations, as applicable, Guarantee under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), Security Agreement remains unaltered and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andand continue to guarantee the Guaranteed Obligations as amended hereby, upon the consummation of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) hereby reaffirms, ratifies and confirms that, after giving effect to this Amendment and the Obligations under transactions contemplated hereby, the 2011 Credit AgreementLiens and other security interests granted by it pursuant to, as affected by and the Incremental Agreementterms and conditions of, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral AgreementSecurity Agreement remain unaltered and in full force and effect and secure the Secured Obligations as amended hereby. Exhibit A Amendments to Existing Credit Agreement Exhibit A to First Amendment, Dated January 30, 2024 XXXXXX SECURED REVOLVING CREDIT AGREEMENT dated as of September 21, 2023, and as amended by the First Amendment to Senior Secured Revolving Credit Agreement dated as of January 30, 2024 among PROSPECT FLOATING RATE AND ALTERNATIVE INCOME FUND, INC., as Borrower, the LENDERS party hereto, and SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent, and BANK OZK as Documentation Agent $20,000,00065,000,000 __________________ SUMITOMO MITSUI BANKING CORPORATION, as Lead Arranger and SUMITOMO MITSUI BANKING CORPORATION, as Sole Bookrunner TABLE OF CONTENTS PAGE Article I DEFINITIONS..................................................... 5

Appears in 1 contract

Samples: Credit Agreement (Prospect Floating Rate & Alternative Income Fund, Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Twelfth Amendment Effective Date and after giving effect to the Incremental Agreement this Twelfth Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledgesall Obligations of the Borrower (including, grants of security interests and other obligationswithout limitation, as applicable, under and subject the Revolving Credit Exposure with respect to the terms of each of the Loan Documents 2022-B New Revolving Credit Commitments) shall be guaranteed pursuant to which it is party (including the Guarantee in accordance with the terms and Collateral Agreement, as amended by provisions thereof and shall be secured pursuant to the 2011 Amendment Agreement), Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Twelfth Amendment, as of the Incremental AgreementTwelfth Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the Twelfth Amendment Effective Date and after giving effect to this Twelfth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and other obligationsarising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Twelfth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Twelfth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation Credit Agreement and the other Credit Documents, in each case after giving effect to this Twelfth Amendment and the incurrence of the 2022-B Revolving Commitment Increase effected hereby and the other transactions contemplated by hereby; and (iii) each Guarantor agrees that nothing in the Incremental Credit Agreement, this Twelfth Amendment or any other Credit Document shall also secure be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Twelfth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all Obligations of the respective obligations of each of the Reaffirming Parties Borrower and each other Credit Party under the 2011 Credit Agreement, as amended, reaffirmed Security Documents to which it is a party shall continue in full force and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementeffect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. Each of the Reaffirming Parties Guarantor hereby (i) consents to the Incremental amendment of the Loan Agreement effected hereby, (ii) acknowledges and agrees that all of its obligations under the Loan Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, party are not impaired or affected in any manner whatsoever reaffirmed and shall continue to be remain in full force and effect andon a continuous basis and are hereby ratified and confirmed in all respects, upon in each case as amended by this Amendment, (iii) reaffirms (A) any Lien granted by it pursuant to any Loan Document and (B) any guaranty made by it pursuant to the consummation Accel Inc. Guaranty, (iv) acknowledges and agrees that any grant of security interests made by it shall remain in full force and effect and continue to secure the obligations of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Loan Parties under the 2011 Credit Amended Loan Agreement, (v) agrees that the Obligations include, among other things and without limitation, the payment of any principal or interest on any Contract Draw Loan made as amendeda result of the 2019 Contract Draw Loan Commitment Increase and (vi) agrees that the term “Membership Interests” in that certain Amended and Restated Pledge Agreement, reaffirmed dated September 15, 2014, as amended from time to time (the “Pledge Agreement”), shall include the membership interest of Borrower and increased the equity interests of all of Guarantor’s direct Subsidiaries that are required to become Loan Parties pursuant to Section 11.14 of the Incremental Loan Agreement, so that Guarantor pledges, under the Pledge Agreement, such equity interests of all of Guarantor’s direct Subsidiaries that are required to become Loan Parties pursuant to Section 11.14 of the Loan Agreement. Each Nothing contained in this Amendment shall be construed as substitution or novation of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes obligations outstanding under the Loan Agreement or the other Loan Documents, (ii) the Tranche B-3 Term Loans being provided which shall remain in full force and effect, except to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementany extent modified hereby.

Appears in 1 contract

Samples: Loan and Security Agreement (TPG Pace Holdings Corp.)

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Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Reaffirming Parties hereby consents Borrowers and all Revolving Credit Exposure (including, without limitation, all Revolving Credit Exposure related to the Incremental Agreement and 2015 Extended Revolving Credit Commitments (as increased by the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject 2015 Revolving Commitment Increases)) shall be guaranteed pursuant to the terms of each of the Loan Documents to which it is party (including the First-Lien Guarantee and Collateral Agreement, as amended by Agreement in accordance with the 2011 Amendment Agreement), terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Fifth Amendment, after giving effect to this Fifth Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan First-Lien Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andand (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including, upon without limitation, all Revolving Credit Exposure related to the consummation 2015 Extended Revolving Credit Commitments (as increased by the 2015 Revolving Commitment Increases)), in each case after giving effect to this Fifth Amendment, including its guarantee of the transactions contemplated by Obligations and the Incremental Agreement, shall also secure all Obligations pledge of each and/or grant of the Reaffirming Parties under the 2011 Credit Agreement, a security interest in its assets as amended, reaffirmed and increased Collateral pursuant to the Incremental AgreementFirst-Lien Security Documents to secure such Obligations, all as provided in the First-Lien Security Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Fifth Amendment. Each of the Reaffirming Parties Administrative Agent, each 2015 Extended Revolving Credit Lender, each 2015 Incremental Revolving Credit Lender and each Issuing Bank hereby acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant reaffirmation contained in this Section 8 satisfies the requirement for a reaffirmation agreement with respect to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes Security Documents as contemplated under the Loan Documents, clause (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under second sentence of Section 2.25 of the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, solely as affected by such requirement relates to the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreement2015 Revolving Credit Facility Refinancing.

Appears in 1 contract

Samples: Credit Agreement (Univision Holdings, Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents First Amendment Effective Date and after giving effect to this First Amendment, all Obligations of the Borrower shall be guaranteed pursuant to the Incremental Agreement Guaranty in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Collateral Documents in accordance with the terms of and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this First Amendment, as of the Incremental AgreementFirst Amendment Effective Date and after giving effect to this First Amendment, such guaranteesthe Collateral Documents continue to be in full force and effect, pledges, grants (B) agrees as of the First Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Collateral Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this First Amendment) and (C) as of the First Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (including this First Amendment), in each case after giving effect to this First Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets constituting Collateral pursuant to the Collateral Documents to secure such Obligations, all as provided in the Collateral Documents, and acknowledges and agrees that as of the First Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, Agreement (as amended, reaffirmed modified hereby) and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan other Credit Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents this First Amendment; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this First Amendment or any other Credit Document shall be deemed to require the Incremental consent of such Guarantor to any future amendment to the Credit Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreement.. 

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Cryolife Inc)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) each Loan Party hereby agrees that all Loans incurred by the Reaffirming Parties hereby consents Borrower (including, without limitation, the 2018 New Replacement Term B Loans and the 2018 Converted Replacement Term B Loans) shall be guaranteed pursuant to the Incremental Agreement Guaranty in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the terms of each of the Loan Collateral Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by hereby) in accordance with the 2011 Amendment Agreement), terms and provisions thereof; (ii) each Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Third Amendment, after giving effect to this Third Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Collateral Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and, upon the consummation effect; (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under each Collateral Document remain in full force and effect on a continuous basis, and the Incremental Agreement, shall also secure all Obligations perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under its guarantees in the Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case, to the Borrower extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Third Amendment) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2018 New Replacement Term B Loans and the 2018 Converted Replacement Term B Loans), in each case after giving effect to this Third Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement are “Loans” Collateral Documents (as amended hereby) to secure such Obligations, all as provided in the Collateral Documents (as amended hereby), and “Incremental Term Loans” acknowledges and constitute part of the “Obligations” for all purposes agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents Documents, in each case after giving effect to this Third Amendment and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this Third Amendment or any other Loan Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Michaels Companies, Inc.)

Reaffirmation. Each By executing and delivering this Fifth Amendment, (i) the Borrower and each other Loan Party hereby agrees that all Loans (including, without limitation, the 2024 Refinancing Term Loans made available on the Fifth Amendment Effective Date) shall be guaranteed pursuant to the Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Collateral Documents in accordance with the terms and provisions thereof, and (ii) the Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Reaffirming Parties hereby consents Liens granted by it pursuant to the Incremental Agreement Collateral Documents, (B) agrees that after giving effect to this Fifth Amendment and the transactions contemplated thereby Fifth Amendment Effective Date, the Guaranty and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject the Liens created pursuant to the terms of each Collateral Documents for the benefit of the Loan Documents to which it is party Secured Parties (including including, without limitation, the Guarantee 2024 Term Lenders and Collateral Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall 2024 Refinancing Lenders) continue to be in full force and effect andeffect, upon the consummation and (C) affirms, acknowledges and confirms its guarantee of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties obligations and liabilities under the 2011 Credit Agreement, Agreement and each other Loan Document to which it is a party and the pledge of and/or grant of security interest in its assets as amended, reaffirmed and increased pursuant Collateral to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) secure the Obligations under the 2011 Credit Agreement, in each case after giving effect to this Fifth Amendment and the Fifth Amendment Effective Date, all as affected by provided in such Loan Documents, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, Obligations under the Guarantee Credit Agreement and Collateral Agreement.the other Loan Documents, each as amended hereby, including the 2024 Refinancing Term Loans and the 2024 Revolving Commitments, in each case after giving effect to this Fifth Amendment and the Fifth Amendment Effective Date. IF = AND ( COMPARE 9 = 10, COMPARE SECTION 1 = "1" 1) 0 = 1 24964213.6 |US-DOCS\149178858.4||

Appears in 1 contract

Samples: First Lien Credit Agreement (Mister Car Wash, Inc.)

Reaffirmation. Each of By executing and delivering a copy hereof, (i) each Loan Party, Lyneer Management Holdings LLC and Xxxxxxx Xxxxxxx, as an individual, hereby (A) agrees that all Loans (including any Loans made on the Reaffirming Parties hereby consents Fifth Amendment Effective Date) shall be guaranteed pursuant to the Incremental Agreement Guarantee in accordance with the terms and provisions thereof and shall be secured pursuant to the transactions contemplated thereby Security Instruments in accordance with the terms and hereby confirms its respective guaranteesprovisions thereof, pledges(ii) each Loan Party, grants of security interests Lyneer Management Holdings LLC and other obligationsXxxxxxx Xxxxxxx, as applicablean individual, under and subject hereby (A) agrees that, after giving effect to the terms of each of the Loan Documents to which it is party (including this Fifth Amendment, the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding Liens granted pursuant to the effectiveness Security Instruments for the benefit of the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall Secured Parties continue to be in full force and effect andand (B) affirms, upon acknowledges and confirms all of its obligations and liabilities under the consummation of Amended Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Fifth Amendment, (iii) each Borrower acknowledges and confirms that is agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to the transactions contemplated by the Incremental AgreementAdministrative Agent and Lenders, shall also secure all Obligations (including, without limitation, all Obligations of each all of the Reaffirming Parties under the 2011 Credit AgreementBorrowers and other Loan Parties), as amendedexcept Excluded Swap Obligations, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes agreements under the Loan Documents as contemplated pursuant to Section 2.15 of the Amended Credit Agreement and (iiiiv) each Loan Party and SPP Credit Advisors LLC (“Term Loan Administrative Agent”) hereby agrees that the Obligations under execution and delivery of this Fifth Amendment shall not affect the 2011 Credit existence of the ABL Payment Default (as defined in the Intercreditor Agreement) referenced in that certain letter from the Administrative Agent to the Term Loan Administrative Agent dated as of July 21, 2023, and that accordingly no Loan Party may make and no Term Loan Secured Party (as affected by defined in the Incremental Intercreditor Agreement, are ) may accept any payment described in clause (a) of the definition of Guarantor ObligationsPermitted Term Loan Debt Paymentand “Borrower Obligations,” as applicable, under appearing in the Guarantee and Collateral AgreementIntercreditor Agreement while such ABL Payment Default is continuing.

Appears in 1 contract

Samples: Abl Credit Agreement and Forbearance Agreement (SeqLL, Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Fourteenth Amendment Effective Date and after giving effect to the Incremental Agreement this Fourteenth Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledges, grants all Obligations of security interests and other obligations, as applicable, under and subject the Borrower shall be guaranteed pursuant to the Guarantee in accordance with the terms of and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Fourteenth Amendment, as of the Incremental AgreementFourteenth Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the Fourteenth Amendment Effective Date and after giving effect to this Fourteenth Amendment and the transactions contemplated hereby (for the avoidance of doubt, prior to giving effect to the Fourteenth Amendment Release), all of the Liens and security interests created and other obligationsarising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Fourteenth Amendment and the transactions contemplated hereby (for the avoidance of doubt, prior to giving effect to the Fourteenth Amendment Release), including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Fourteenth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Fourteenth Amendment and the transactions contemplated hereby (for the avoidance of doubt, prior to giving effect to the Fourteenth Amendment Release); and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Fourteenth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement (as modified hereby). This Fourteenth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents (other than as contemplated by the Fourteenth Amendment Release upon the consummation of the transactions contemplated by Clear Sky Acquisition pursuant to the Incremental Clear Sky Acquisition Agreement). Nothing herein contained shall be AMERICAS 123907318 construed as a substitution or novation of the obligations, shall also secure guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all Obligations of the respective obligations of each of the Reaffirming Parties Borrower and each other Credit Party under the 2011 Credit Agreement, as amended, reaffirmed Security Documents to which it is a party shall continue in full force and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementeffect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. Each of the Reaffirming Parties hereby consents to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to Loan Party hereto expressly acknowledges the terms of each this Amendment and reaffirms, as of the Loan Documents to which it is party (including date hereof and on the Guarantee and Collateral AgreementAmendment No. 3 Effective Date, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness that its guarantee of the Incremental Agreement, such guarantees, pledges, grants Obligations and its grant of Liens on and security interests and other obligations, and interest in the terms of Collateral to secure the Obligations pursuant to each of the Loan Documents Collateral Document to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be each case, remains in full force and effect and, upon on a continuous basis and extends to the consummation obligations of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Loan Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents (including the Credit Agreement as amended by this Amendment) subject to any limitations set out in the Credit Agreement (as so amended) and any other Loan Document applicable to that Loan Party. Each Loan Party agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (iiiwhether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the applicable Loans under the Amended Credit Agreement and that the Obligations under the 2011 Amended Credit Agreement, as affected by Agreement are included in the Incremental Agreement, are Guarantor Secured Obligations” and “Borrower Obligations,” (as applicable, under defined in the Guarantee and Collateral AgreementAgreement and the other Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan Document, and such Liens and security interests continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens or security interests.

Appears in 1 contract

Samples: Credit Agreement (Allison Transmission Holdings Inc)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Fourth Amendment Effective Date and after giving effect to this Fourth Amendment, all Obligations of each Borrower shall be guaranteed pursuant to the Incremental Agreement Guaranty in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Security Documents in accordance with the terms of and provisions thereof; and (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Fourth Amendment, as of the Incremental AgreementFourth Amendment Effective Date and after giving effect to this Fourth Amendment, such guaranteesthe Security Documents continue to be in full force and effect, pledges, grants (B) agrees as of the Fourth Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Security Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for all Obligations under the Loan Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Fourth Amendment) and (C) as of the Fourth Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document (including this Fourth Amendment), in each case, after giving effect to this Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the Fourth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Amended Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the other Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Fourth Amendment.

Appears in 1 contract

Samples: Credit Agreement (PGT Innovations, Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Third Amendment Effective Date and after giving effect to the Incremental Agreement this Third Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledgesall Obligations of the Borrower (including, grants of security interests and other obligationswithout limitation, as applicable, under and subject the Revolving Credit Exposure with respect to the terms of each of the Loan Documents 2022-C New Revolving Credit Commitments) shall be guaranteed pursuant to which it is party (including the Guarantee in accordance with the terms and Collateral Agreement, as amended by provisions thereof and shall be secured pursuant to the 2011 Amendment Agreement), Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Third Amendment, as of the Incremental AgreementThird Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the Third Amendment Effective Date and after giving effect to this Third Amendment and the transactions contemplated hereby, all of the Liens and security interests created and other obligationsarising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Third Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Third Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation Credit Agreement and the other Credit Documents, in each case after giving effect to this Third Amendment and the incurrence of the 2022-C Revolving Commitment Increase effected hereby and the other transactions contemplated by hereby; and (iii) each Guarantor agrees that nothing in the Incremental Credit Agreement, this Third Amendment or any other Credit Document shall also secure be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Third Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all Obligations of the respective obligations of each of the Reaffirming Parties Borrower and each other Credit Party under the 2011 Credit Agreement, as amended, reaffirmed Security Documents to which it is a party shall continue in full force and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementeffect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. Each Holdings, the Borrower and each other Guarantor party hereto (each, a “Reaffirming Party” and collectively, the “Reaffirming Parties”) hereby acknowledges its receipt of a copy of this Amendment and its review of the Reaffirming Parties hereby terms and conditions thereof and consents to the Incremental Agreement terms and conditions of this Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledges, grants including the extension of security interests and other obligations, as applicable, under and subject credit to the terms Borrower in the form of each Additional Term B-1 Commitments, Incremental Term B-1 Commitments and Term B-1 Loans (including, for the avoidance of the Loan Documents to which it is party (including the Guarantee and Collateral Agreementdoubt, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of the Incremental Agreement, such guarantees, pledges, grants of security interests Term B-1 Loans). Each Reaffirming Party hereby (a) affirms and other obligations, confirms the covenants and the terms of agreements contained in each of the Loan Documents Document to which it is a party, are not impaired or affected including, in any manner whatsoever each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (b) affirms and confirms its guarantee of the Secured Obligations pursuant to the Guarantee Agreement, (c) affirms and confirms its prior pledges and grants of Liens on the Collateral to secure the Secured Obligations and other commitments under the Security Documents to which it is a party and (d) agrees that (i) the Guarantee Agreement and each Security Document to which it is a party shall continue to be in full force and effect, after giving effect to this Amendment and (ii) all guarantees, Liens, pledges, grants and other commitments thereunder shall continue to be in full force and effect andand shall secure the Secured Obligations (after giving effect to this Amendment including, upon without limitation, the consummation extension of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided credit to the Borrower pursuant in the form of Additional Term B-1 Commitments, Incremental Term B-1 Commitments and Term B-1 Loans (including, for the avoidance of doubt, the Incremental Term B-1 Loans)) and shall accrue to the Incremental Agreement are “Loans” benefit of the Collateral Agent and the other Secured Parties, including without limitation, the Term B-1 Lenders (including, for the avoidance of doubt, the Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral AgreementB-1 Lenders).

Appears in 1 contract

Samples: Credit Agreement (Koppers Holdings Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Fourth Amendment Effective Date and after giving effect to this Fourth Amendment, all Obligations of the Borrower shall be guaranteed pursuant to the Incremental Agreement Guarantee in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Security Documents in accordance with the terms of and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Fourth Amendment, as of the Incremental AgreementFourth Amendment Effective Date and after giving effect to this Fourth Amendment, such guaranteesthe Security Documents continue to be in full force and effect, pledges, grants (B) agrees as of the Fourth Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Security Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Fourth Amendment) and (C) as of the Fourth Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (including this Fourth Amendment), in each case after giving effect to this Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the Fourth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, Agreement (as amended, reaffirmed modified hereby) and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan other Credit Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents this Fourth Amendment; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this Fourth Amendment or any other Credit Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Vistra Energy Corp)

Reaffirmation. Each of the Reaffirming Parties hereby consents to the Incremental Agreement By executing and the transactions contemplated thereby and hereby confirms its respective guaranteesdelivering a counterpart hereof, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of (i) each of the Loan Documents Borrower and the Subsidiary Guarantors party hereto hereby agrees that all Loans incurred by the Borrower shall be guaranteed pursuant to which it is party (including the Guarantee and Collateral Agreement, as amended by Agreement in accordance with the 2011 Amendment Agreement), terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Eighth Amendment, after giving effect to this Eighth Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andeffect, upon the consummation (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the Incremental Agreement, shall also secure all Obligations perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under its guarantees in the Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case, to the Borrower extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Eighth Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document, in each case after giving effect to this Eighth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement are “Loans” Security Documents to secure such Obligations, all as provided in the Security Documents, and “Incremental Term Loans” acknowledges and constitute part of the “Obligations” for all purposes under the Loan Documents agrees that such obligations, liabilities, guarantee, pledge and (iii) the grant continue in full force and effect in respect of, and to secure, such Obligations under the 2011 Credit AgreementAgreement and the other Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as affected amended by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Eighth Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) the Reaffirming Parties Borrower and the Subsidiary Guarantors party hereto hereby consents to agree that all Loans incurred by the Borrower and the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject Revolving Commitments shall be guaranteed pursuant to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by Agreement in accordance with the 2011 Amendment Agreement), terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Fifth Amendment, after giving effect to this Fifth Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andeffect, upon the consummation (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the Incremental Agreement, shall also secure all Obligations perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under its guarantees in the Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case, to the Borrower extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Fifth Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document (including the Incremental Revolving Commitments), in each case after giving effect to this Fifth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement are “Loans” Security Documents to secure such Obligations, all as provided in the Security Documents, and “Incremental Term Loans” acknowledges and constitute part of the “Obligations” for all purposes under the Loan Documents agrees that such obligations, liabilities, guarantee, pledge and (iii) the grant continue in full force and effect in respect of, and to secure, such Obligations under the 2011 Credit AgreementAgreement and the other Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as affected amended by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Fifth Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Fourth Amendment Effective Date and after giving effect to this Fourth Amendment, all Obligations of the Borrower shall be guaranteed pursuant to the Incremental Agreement Guarantee in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Security Documents in accordance with the terms of and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Fourth Amendment, as of the Incremental AgreementFourth Amendment Effective Date and after giving effect to this Fourth Amendment, such guaranteesthe Security Documents continue to be in full force and effect, pledges, grants (B) agrees as of the Fourth Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Security Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Fourth Amendment) and (C) as of the Fourth Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (including this Fourth Amendment), in each case after giving effect to this Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the Fourth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, Agreement (as amended, reaffirmed modified hereby) and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan other Credit Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents this Fourth Amendment; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this Fourth Amendment or any other Credit Document shall be deemed to require the Incremental consent of such Guarantor to any future amendment to the Credit Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreement. 11.

Appears in 1 contract

Samples: Credit Agreement

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) the Reaffirming Parties Borrower and the Subsidiary Guarantors party hereto hereby consents to agree that all Loans incurred by the Borrower and the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject Revolving Commitments shall be guaranteed pursuant to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by Agreement in accordance with the 2011 Amendment Agreement), terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Sixth Amendment, after giving effect to this Sixth Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andeffect, upon the consummation (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the Incremental Agreement, shall also secure all Obligations perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under its guarantees in the Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case, to the Borrower extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Sixth Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document (including the Incremental Revolving Commitments), in each case after giving effect to this Sixth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement are “Loans” Security Documents to secure such Obligations, all as provided in the Security Documents, and “Incremental Term Loans” acknowledges and constitute part of the “Obligations” for all purposes under the Loan Documents agrees that such obligations, liabilities, guarantee, pledge and (iii) the grant continue in full force and effect in respect of, and to secure, such Obligations under the 2011 Credit AgreementAgreement and the other Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as affected amended by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Sixth Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. Each of the Reaffirming Parties hereby consents to the Incremental Agreement By executing and the transactions contemplated thereby and hereby confirms its respective guaranteesdelivering a counterpart hereof, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of (i) each of the Loan Documents Borrower and the Subsidiary Guarantors party hereto hereby agrees that all Loans incurred by the Borrower shall be guaranteed pursuant to which it is party (including the Guarantee and Collateral Agreement, as amended by Agreement in accordance with the 2011 Amendment Agreement), terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, after giving effect to this Ninth Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andeffect, upon the consummation (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the Incremental Agreement, shall also secure all Obligations perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under its guarantees in the Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case, to the Borrower extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Ninth Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document, in each case after giving effect to this Ninth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement are “Loans” Security Documents to secure such Obligations, all as provided in the Security Documents, and “Incremental Term Loans” acknowledges and constitute part of the “Obligations” for all purposes under the Loan Documents agrees that such obligations, liabilities, guarantee, pledge and (iii) the grant continue in full force and effect in respect of, and to secure, such Obligations under the 2011 Credit AgreementAgreement and the other Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as affected amended by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Ninth Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Second Amendment Effective Date and after giving effect to this Second Amendment, all Obligations of the Parent Borrower shall be guaranteed pursuant to the Incremental Agreement Guaranty in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Security Documents in accordance with the terms of and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Second Amendment, as of the Incremental AgreementSecond Amendment Effective Date and after giving effect to this Second Amendment, such guaranteesthe Security Documents continue to be in full force and effect, pledges, grants (B) agrees as of the Second Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Security Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Second Amendment) and (C) as of the Second Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Loan Document (including this Second Amendment), in each case, after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the Second Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, Agreement (as amended, reaffirmed modified hereby) and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the other Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents this Second Amendment; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this Second Amendment or any other Loan Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (PGT Innovations, Inc.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Fifth Amendment Effective Date and after giving effect to this Fifth Amendment, all Obligations of the Borrower shall be guaranteed pursuant to the Incremental Agreement Guarantee in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Security Documents in accordance with the terms of and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Fifth Amendment, as of the Incremental AgreementFifth Amendment Effective Date and after giving effect to this Fifth Amendment, such guaranteesthe Security Documents continue to be in full force and effect, pledges, grants (B) agrees as of the Fifth Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Security Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Fifth Amendment) and (C) as of the Fifth Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (including this Fifth Amendment), in each case after giving effect to this Fifth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the Fifth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, Agreement (as amended, reaffirmed modified hereby) and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan other Credit Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents this Fifth Amendment; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this Fifth Amendment or any other Credit Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Vistra Energy Corp)

Reaffirmation. Each of the Reaffirming Parties hereby consents to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to Loan Party hereto expressly acknowledges the terms of each this Amendment and reaffirms, as of the Loan Documents to which it is party (including date hereof and on the Guarantee and Collateral AgreementAmendment No. 1 Effective Date, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness that its guarantee of the Incremental Agreement, such guarantees, pledges, grants Obligations and its grant of Liens on and security interests and other obligations, and interest in the terms of Collateral to secure the Obligations pursuant to each of the Loan Documents Collateral Document to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be each case, remains in full force and effect and, upon on a continuous basis and extends to the consummation obligations of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Loan Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents (including the Credit Agreement as amended by this Amendment) subject to any limitations set out in the Credit Agreement (as so amended) and any other Loan Document applicable to that Loan Party. Each Loan Party agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (iiiwhether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the 2019 Refinancing Term Loans under the Amended Credit Agreement and that the Obligations under the 2011 Amended Credit Agreement, as affected by Agreement are included in the Incremental Agreement, are Guarantor Secured Obligations” and “Borrower Obligations,” (as applicable, under defined in the Guarantee and Collateral AgreementAgreement and the other Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan Document, and such Liens and security interests continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens or security interests.

Appears in 1 contract

Samples: Credit Agreement (Allison Transmission Holdings Inc)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Third Amendment Effective Date and after giving effect to this Third Amendment, all Obligations of each Borrower shall be guaranteed pursuant to the Incremental Agreement Guaranty in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Security Documents in accordance with the terms of and provisions thereof; and (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Third Amendment, as of the Incremental AgreementThird Amendment Effective Date and after giving effect to this Third Amendment, such guaranteesexcept as set forth in Section 2(d) above, pledgesthe Security Documents continue to be in full force and effect, grants (B) except as set forth in Section 2(d) above, agrees as of the Third Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Security Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for all Obligations under the Loan Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Third Amendment) and (C) as of the Third Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document (including this Third Amendment), in each case, after giving effect to this Third Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that, except as set forth in Section 2(d) above, as of the Third Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Amended Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the other Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Third Amendment.

Appears in 1 contract

Samples: Credit Agreement (PGT Innovations, Inc.)

Reaffirmation. Each of the Reaffirming Parties hereby consents to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to Loan Party hereto expressly acknowledges the terms of each this Amendment and reaffirms, as of the Loan Documents to which it is party (including date hereof and on the Guarantee and Collateral AgreementAmendment No. 2 Effective Date, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness that its guarantee of the Incremental Agreement, such guarantees, pledges, grants Obligations and its grant of Liens on and security interests and other obligations, and interest in the terms of Collateral to secure the Obligations pursuant to each of the Loan Documents Collateral Document to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be each case, remains in full force and effect and, upon on a continuous basis and extends to the consummation obligations of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Loan Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents (including the Credit Agreement as amended by this Amendment) subject to any limitations set out in the Credit Agreement (as so amended) and any other Loan Document applicable to that Loan Party. Each Loan Party agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (iiiwhether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the applicable Loans under the Amended Credit Agreement and that the Obligations under the 2011 Amended Credit Agreement, as affected by Agreement are included in the Incremental Agreement, are Guarantor Secured Obligations” and “Borrower Obligations,” (as applicable, under defined in the Guarantee and Collateral AgreementAgreement and the other Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan Document, and such Liens and security interests continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens or security interests.

Appears in 1 contract

Samples: Credit Agreement (Allison Transmission Holdings Inc)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Third Amendment Effective Date and after giving effect to this Third Amendment, all Obligations of the Borrower shall be guaranteed pursuant to the Incremental Agreement Guaranty in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Collateral Documents in accordance with the terms of and provisions thereof; (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Third Amendment, as of the Incremental AgreementThird Amendment Effective Date and after giving effect to this Third Amendment, such guaranteesthe Collateral Documents continue to be in full force and effect, pledges, grants (B) agrees as of the Third Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Collateral Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Third Amendment) and (C) as of the Third Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (including this Third Amendment), in each case after giving effect to this Third Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets constituting Collateral pursuant to the Collateral Documents to secure such Obligations, all as provided in the Collateral Documents, and acknowledges and agrees that as of the Third Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, Agreement (as amended, reaffirmed modified hereby) and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan other Credit Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents this Third Amendment; and (iii) each Guarantor agrees that nothing in the Obligations under the 2011 Credit Agreement, as affected by this Third Amendment or any other Credit Document shall be deemed to require the Incremental Agreement, are “consent of such Guarantor Obligations” and “Borrower Obligations,” as applicable, under to any future amendment to the Guarantee and Collateral Credit Agreement.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Cryolife Inc)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) Borrower hereby agrees that all Advances incurred by Borrower (including, without limitation, the Reaffirming Parties hereby consents 2020 Additional Term Loan Advances) shall be secured by the Collateral pursuant to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to applicable Loan Documents in accordance with the terms of each of the Loan Documents to which it is party and provisions thereof and (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and ii) Borrower hereby (A) agrees that, notwithstanding the effectiveness of the Incremental Agreementthis Amendment, such guaranteesafter giving effect to this Amendment, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andeffect, upon the consummation (B) agrees that all of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed Liens and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” security interests created and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes arising under the Loan Documents remain in full force and (iii) effect on a continuous basis, and the Obligations perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit AgreementLoan Agreement to the extent provided in, as affected by the Incremental Agreementand subject TO THE LIMITATIONS AND QUALIFICATIONS SET FORTH IN, are “Guarantor Obligations” and “Borrower Obligations,” as applicableSUCH LOAN DOCUMENTS (AS AMENDED BY THIS AMENDMENT) AND (C) AFFIRMS AND CONFIRMS ALL OF ITS OBLIGATIONS, under the Guarantee and Collateral Agreement.LIABILITIES AND INDEBTEDNESS UNDER THE LOAN AGREEMENT AND EACH OTHER LOAN DOCUMENT, IN EACH CASE AFTER GIVING EFFECT TO THIS AMENDMENT, INCLUDING THE PLEDGE OF AND/OR GRANT OF A SECURITY INTEREST IN ITS ASSETS AS COLLATERAL PURSUANT TO THE LOAN DOCUMENTS TO SECURE SUCH SECURED OBLIGATIONS, ALL AS PROVIDED IN THE LOAN DOCUMENTS, AND ACKNOWLEDGES AND AGREES THAT SUCH OBLIGATIONS, LIABILITIES, GUARANTEE, PLEDGE AND GRANT CONTINUE IN FULL FORCE AND EFFECT IN RESPECT OF, AND TO SECURE, SUCH SECURED OBLIGATIONS UNDER THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, IN EACH CASE, TO THE EXTENT PROVIDED IN, AND SUBJECT TO THE LIMITATIONS AND QUALIFICATIONS SET FORTH IN, SUCH LOAN DOCUMENTS (AS AMENDED BY THIS AMENDMENT). [Signature Page Follows]

Appears in 1 contract

Samples: Loan and Security Agreement (Aveo Pharmaceuticals, Inc.)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) the Reaffirming Parties Borrower hereby consents to agrees that all Loans incurred by the Incremental Agreement Borrower (including, without limitation, the 2017 New Replacement Term Loans and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject 2017 Converted Replacement Term Loans incurred by the Borrower) shall be guaranteed pursuant to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by Agreement in accordance with the 2011 Amendment Agreement), terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andeffect, upon the consummation (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the Incremental Agreement, shall also secure all Obligations perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (iias amended by this Second Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Tranche B-3 Credit Agreement and each other Loan Document (including the 2017 New Replacement Term Loans being provided and the 2017 Converted Replacement Term Loans), in each case after giving effect to this Second Amendment, including its guarantee of the Borrower Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement are “Loans” Security Documents to secure such Obligations, all as provided in the Security Documents, and “Incremental Term Loans” acknowledges and constitute part of the “Obligations” for all purposes under the Loan Documents agrees that such obligations, liabilities, guarantee, pledge and (iii) the grant continue in full force and effect in respect of, and to secure, such Obligations under the 2011 Credit AgreementAgreement and the other Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as affected amended by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Second Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Seventh Amendment Effective Date and after giving effect to the Incremental Agreement this Seventh Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledgesall Obligations of the Borrower (including, grants of security interests and other obligationswithout limitation, as applicable, under and subject the Revolving Credit Exposure with respect to the terms of each of the Loan Documents 2023-A New Revolving Credit Commitments) shall be guaranteed pursuant to which it is party (including the Guarantee in accordance with the terms and Collateral Agreement, as amended by provisions thereof and shall be secured pursuant to the 2011 Amendment Agreement), Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Seventh Amendment, as of the Incremental AgreementSeventh Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the Seventh Amendment Effective Date and after giving effect to this Seventh Amendment and the transactions contemplated hereby, all of the Liens and security interests created and other obligationsarising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Seventh Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Seventh Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation Credit Agreement and the other Credit Documents, in each case after giving effect to this Seventh Amendment and the incurrence of the 2023-A Revolving Commitment Increase effected hereby and the other transactions contemplated by hereby; and (iii) each Guarantor agrees that nothing in the Incremental Credit Agreement, this Seventh Amendment or any other Credit Document shall also secure be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement (as modified hereby). This Seventh Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all Obligations of the respective obligations of each of the Reaffirming Parties Borrower and each other Credit Party under the 2011 Credit Agreement, as amended, reaffirmed Security Documents to which it is a party shall continue in full force and increased pursuant to the Incremental Agreementeffect. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreement.AMERICAS 124991193

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Reaffirming Parties hereby consents Borrowers (including, without limitation, the Replacement New First-Lien Term Loans incurred by the US Borrower and the Replacement Converted First-Lien Term Loans incurred pursuant to the Incremental Agreement Replacement Term Loan Conversion) and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject all Revolving Credit Exposure shall be guaranteed pursuant to the terms of each of the Loan Documents to which it is party (including the First-Lien Guarantee and Collateral Agreement, as amended by Agreement in accordance with the 2011 Amendment Agreement), terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Fourth Amendment, after giving effect to this Fourth Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan First-Lien Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andand (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the Replacement New First-Lien Term Loans and the Replacement Converted First-Lien Term Loans), upon the consummation in each case after giving effect to this Fourth Amendment, including its guarantee of the transactions contemplated by Obligations and the Incremental Agreement, shall also secure all Obligations pledge of each and/or grant of the Reaffirming Parties under the 2011 Credit Agreement, a security interest in its assets as amended, reaffirmed and increased Collateral pursuant to the Incremental Agreement. Each of First-Lien Security Documents to secure such Obligations, all as provided in the Reaffirming Parties First-Lien Security Documents, and acknowledges and agrees that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes secure, such Obligations under the Credit Agreement and the other Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Fourth Amendment.

Appears in 1 contract

Samples: Credit Agreement (Univision Holdings, Inc.)

Reaffirmation. Each of the Reaffirming Parties hereby consents to the Incremental Agreement By executing and the transactions contemplated thereby and hereby confirms its respective guaranteesdelivering a counterpart hereof, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of (i) each of the Loan Documents Borrower and the Subsidiary Guarantors party hereto hereby agrees that all Loans incurred by the Borrower shall be guaranteed pursuant to which it is party (including the Guarantee and Collateral Agreement, as amended by Agreement in accordance with the 2011 Amendment Agreement), terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Tenth Amendment, after giving effect to this Tenth Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andeffect, upon the consummation (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the Incremental Agreement, shall also secure all Obligations perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under its guarantees in the Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case, to the Borrower extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Tenth Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document, in each case after giving effect to this Tenth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement are “Loans” Security Documents to secure such Obligations, all as provided in the Security Documents, and “Incremental Term Loans” acknowledges and constitute part of the “Obligations” for all purposes under the Loan Documents agrees that such obligations, liabilities, guarantee, pledge and (iii) the grant continue in full force and effect in respect of, and to secure, such Obligations under the 2011 Credit AgreementAgreement and the other Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as affected amended by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Tenth Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) each Borrower and each other Loan Party hereby agrees that all Loans incurred by the Reaffirming Parties hereby consents Borrowers (including, without limitation, the Initial USD Term Loans and the Initial Euro Term Loans) shall be guaranteed pursuant to the Incremental Agreement Loan Guaranty in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Collateral Documents in accordance with the terms of and provisions thereof and (ii) each of the Borrower and each other Loan Documents to which it is party Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this First Amendment, after giving effect to this First Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Collateral Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andand (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the Initial USD Term Loans and the Initial Euro Term Loans), upon the consummation in each case after giving effect to this First Amendment, including its guarantee of the transactions contemplated by Secured Obligations and the Incremental Agreement, shall also secure all Obligations pledge of each and/or grant of the Reaffirming Parties under the 2011 Credit Agreement, a security interest in its assets as amended, reaffirmed and increased Collateral pursuant to the Incremental Agreement. Each of Collateral Documents to secure such Secured Obligations, all as provided in the Reaffirming Parties Collateral Documents, and acknowledges and agrees that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to the Incremental Agreement are “Lenders” and “secure, such Secured Parties” for all purposes Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this First Amendment. In particular, and without limiting the foregoing, (iix) the Tranche B-3 Term Loans being provided security interests granted under the Lux Security Documents shall be preserved and remain in full force and effect, as first ranking security over the collateral respectively secured therein, in accordance with the terms thereof, and neither the obligations of the Pledgors (as defined in the Lux Security Documents) contained in the relevant Lux Security Documents nor the rights, powers and remedies conferred upon the Administrative Agent and the other Secured Parties by the Lux Security Documents or by law, nor the pledges (as referred to therein) created thereby shall be discharged, released or impaired by this First Amendment or are otherwise affected by this First Amendment (except to the Borrower pursuant to the Incremental Agreement are “Loans” extent expressly provided herein) and “Incremental Term Loans” (y) all clauses, terms, representations and constitute part conditions of the Lux Security Documents shall remain in full force and effect and the Lux Security Documents shall continue to secure any and all Secured Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreement.

Appears in 1 contract

Samples: Credit Agreement (Indivior PLC)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) the Reaffirming Parties Borrower hereby consents to agrees that all Loans incurred by the Incremental Agreement Borrower (including, without limitation, the 2018 New Replacement Term B-3 Loans and the transactions contemplated thereby 2018 Converted Replacement Term B-3 Loans incurred by the Borrower) and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject the Revolving Commitments shall be guaranteed pursuant to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by Agreement in accordance with the 2011 Amendment Agreement), terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Fourth Amendment, after giving effect to this Fourth Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andeffect, upon the consummation (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the Incremental Agreement, shall also secure all Obligations perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under its guarantees in the Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case, to the Borrower extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Fourth Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document (including the Revolving Commitments, the 2018 New Replacement Term B-3 Loans and the 2018 Converted Replacement Term B-3 Loans), in each case after giving effect to this Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement are “Loans” Security Documents to secure such Obligations, all as provided in the Security Documents, and “Incremental Term Loans” acknowledges and constitute part of the “Obligations” for all purposes under the Loan Documents agrees that such obligations, liabilities, guarantee, pledge and (iii) the grant continue in full force and effect in respect of, and to secure, such Obligations under the 2011 Credit AgreementAgreement and the other Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as affected amended by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Fourth Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. Each of the Reaffirming Parties hereby consents to the Incremental Agreement By executing and the transactions contemplated thereby and hereby confirms its respective guaranteesdelivering a counterpart hereof, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of (i) each of the Loan Documents Borrower and the Subsidiary Guarantors party hereto hereby agrees that all Loans incurred by the Borrower (including, without limitation, the 2019 New Replacement Term B-4 Loans, the 2019 Converted Replacement Term B-4 Loans and the 2019 Incremental Term B-4 Loans incurred by the Borrower) shall be guaranteed pursuant to which it is party (including the Guarantee and Collateral Agreement, as amended by Agreement in accordance with the 2011 Amendment Agreement), terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Seventh Amendment, after giving effect to this Seventh Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andeffect, upon the consummation (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the Incremental Agreement, shall also secure all Obligations perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under its guarantees in the Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case, to the Borrower extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Seventh Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document (including the 2019 New Replacement Term B-4 Loans, the 2019 Converted Replacement Term B-4 Loans and the 2019 Incremental Term B-4 Loans), in each case after giving effect to this Seventh Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement are “Loans” Security Documents to secure such Obligations, all as provided in the Security Documents, and “Incremental Term Loans” acknowledges and constitute part of the “Obligations” for all purposes under the Loan Documents agrees that such obligations, liabilities, guarantee, pledge and (iii) the grant continue in full force and effect in respect of, and to secure, such Obligations under the 2011 Credit AgreementAgreement and the other Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as affected amended by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Seventh Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) the Reaffirming Parties Borrower hereby consents agrees that all Term Loans incurred by the Borrower shall be guaranteed pursuant to the Incremental Credit Agreement (as amended hereby) and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral AgreementAgreement in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents (including, as amended by the 2011 without limitation, any Canadian Security Documents or any other Security Documents executed and delivered in connection with this Third Amendment Agreement), ) in accordance with the terms and provisions thereof and (ii) the Borrower and each other Loan Party party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Third Amendment Agreement or the Incremental Agreementoccurrence of the Third Amendment Effective Date, such guarantees, pledges, grants of security interests and other obligations, after giving effect to this Third Amendment Agreement and the terms of each occurrence of the Loan Third Amendment Effective Date, the Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andand (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document, upon in each case after giving effect to this Third Amendment Agreement and the consummation occurrence of the transactions contemplated by the Incremental AgreementThird Amendment Effective Date, shall also secure all Obligations of each including its guarantee of the Reaffirming Parties under Obligations and the 2011 Credit Agreement, pledge of and/or grant of a security interest in its assets as amended, reaffirmed and increased Collateral pursuant to the Incremental Security Documents (including, without limitation, any Canadian Security Documents or any other Security Documents executed and delivered in connection with this Third Amendment Agreement. Each of ) to secure such Obligations, all as provided in the Reaffirming Parties Security Documents (including, without limitation, any Canadian Security Documents or any other Security Documents executed and delivered in connection with this Third Amendment Agreement), and acknowledges and agrees that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes secure, such Obligations under the Credit Agreement and the other Loan Documents, (ii) in each case after giving effect to this Third Amendment Agreement and the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part occurrence of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral AgreementThird Amendment Effective Date.

Appears in 1 contract

Samples: Credit Agreement (Auxilium Pharmaceuticals Inc)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Fifth Amendment Effective Date and after giving effect to this Fifth Amendment, all Obligations of each Borrower shall be guaranteed pursuant to the Incremental Agreement Guaranty in accordance with the terms and the transactions contemplated thereby provisions thereof and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject shall be secured pursuant to the Security Documents in accordance with the terms of and provisions thereof; and (ii) each of the Loan Documents to which it is party Credit Party hereby (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and A) agrees that, notwithstanding the effectiveness of this Fifth Amendment, as of the Incremental AgreementFifth Amendment Effective Date and after giving effect to this Fifth Amendment, such guaranteesthe Security Documents continue to be in full force and effect, pledges, grants (B) agrees as of the Fifth Amendment Effective Date that all of the Liens and security interests created and other obligationsarising under each Security Document remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for all Obligations under the Loan Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Fifth Amendment) and (C) as of the Fifth Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document (including this Fifth Amendment), in each case, after giving effect to this Fifth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that as of the Fifth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon the consummation of the transactions contemplated by the Incremental Agreementand to secure, shall also secure all such Obligations of each of the Reaffirming Parties under the 2011 Amended Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the other Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case after giving effect to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Fifth Amendment.

Appears in 1 contract

Samples: Credit Agreement (PGT Innovations, Inc.)

Reaffirmation. Each By signing this Amendment, each Credit Party hereby confirms that (a) notwithstanding the effectiveness of the Reaffirming Parties hereby consents to the Incremental Agreement this Amendment and the transactions contemplated thereby hereby, the obligations of such Credit Parties under the Amended Credit Agreement (including with respect to the 2024-1 Additional Term Loans contemplated by this Agreement) and the other Credit Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents, (ii) constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (iii) each Guarantor hereby confirms and ratifies its respective guarantees, pledges, grants of security interests and other obligations, continuing unconditional obligations as applicable, Guarantor under and subject the Credit Agreement as amended hereby with respect to the terms of each all of the Loan Documents Guaranteed Obligations and (iv) each Credit Document to which it such Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (including in the Guarantee and Collateral case of the Credit Agreement, as amended by the 2011 Amendment Agreement), hereby) and agrees that, notwithstanding the effectiveness (b) each 2024-1 Additional Term Loan Lender shall be a “Secured Creditor” and a “Lender” (including without limitation for purposes of the Incremental definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement, such guarantees, pledges, grants ) for all purposes of security interests and other obligations, the Amended Credit Agreement and the terms of each of the Loan Documents other Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be party remain in full force and effect andeffect, upon the consummation are not released or reduced, and continue to secure full payment and performance of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementhereby.

Appears in 1 contract

Samples: Credit Agreement (Iridium Communications Inc.)

Reaffirmation. Each of By executing and delivering a counterpart hereof, (i) the Reaffirming Parties Borrower hereby consents to agrees that all Loans incurred by the Borrower (including, without limitation, the 2017 New Replacement Term B-2 Loans and the 2017 Converted Replacement Term B-2 Loans incurred by the Borrower) and the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject Revolving Commitments shall be guaranteed pursuant to the terms of each of the Loan Documents to which it is party (including the Guarantee and Collateral Agreement, as amended by Agreement in accordance with the 2011 Amendment Agreement), terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Third Amendment, after giving effect to this Third Amendment, the Incremental Agreement, such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Security Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect andeffect, upon the consummation (B) agrees that all of the transactions contemplated by Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the Incremental Agreement, shall also secure all Obligations perfected status and priority of each of the Reaffirming Parties such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the 2011 Credit Agreement, as amended, reaffirmed Agreement and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under its guarantees in the Loan Documents, (ii) the Tranche B-3 Term Loans being provided in each case, to the Borrower extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Third Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document (including the Incremental Revolving Commitments, the 2017 New Replacement Term B-2 Loans and the 2017 Converted Replacement Term B-2 Loans), in each case after giving effect to this Third Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Incremental Agreement are “Loans” Security Documents to secure such Obligations, all as provided in the Security Documents, and “Incremental Term Loans” acknowledges and constitute part of the “Obligations” for all purposes under the Loan Documents agrees that such obligations, liabilities, guarantee, pledge and (iii) the grant continue in full force and effect in respect of, and to secure, such Obligations under the 2011 Credit AgreementAgreement and the other Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as affected amended by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementthis Third Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Eleventh Amendment Effective Date and after giving effect to the Incremental Agreement this Eleventh Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledgesall Obligations of the Borrower (including, grants of security interests and other obligationswithout limitation, as applicable, under and subject the Revolving Credit Exposure with respect to the terms of each of the Loan Documents 2022 New Revolving Credit Commitments) shall be guaranteed pursuant to which it is party (including the Guarantee in accordance with the terms and Collateral Agreement, as amended by provisions thereof and shall be secured pursuant to the 2011 Amendment Agreement), Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Eleventh Amendment, as of the Incremental AgreementEleventh Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the Eleventh Amendment Effective Date and after giving effect to this Eleventh Amendment and the transactions contemplated hereby, all of the Liens and security interests created and other obligationsarising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Eleventh Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Eleventh Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation Credit Agreement and the other Credit Documents, in each case after giving effect to this Eleventh Amendment and the incurrence of the 2022 Revolving Commitment Increase effected hereby and the other transactions contemplated by hereby; and (iii) each Guarantor agrees that nothing in the Incremental Credit Agreement, this Eleventh Amendment or any other Credit Document shall also secure be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Eleventh Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all Obligations of the respective obligations of each of the Reaffirming Parties Borrower and each other Credit Party under the 2011 Credit Agreement, as amended, reaffirmed Security Documents to which it is a party shall continue in full force and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementeffect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. Each By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Reaffirming Parties hereby consents Fifth Amendment Effective Date and after giving effect to the Incremental Agreement this Fifth Amendment and the transactions contemplated thereby and hereby confirms its respective guaranteeshereby, pledgesall Obligations of the Borrower (including, grants of security interests and other obligationswithout limitation, as applicable, under and subject the Revolving Credit Exposure with respect to the terms of each of the Loan Documents 2022-E New Revolving Credit Commitments) shall be guaranteed pursuant to which it is party (including the Guarantee in accordance with the terms and Collateral Agreement, as amended by provisions thereof and shall be secured pursuant to the 2011 Amendment Agreement), Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Fifth Amendment, as of the Incremental AgreementFifth Amendment Effective Date and after giving effect thereto, such guaranteesthe Security Documents continue to be in full force and effect, pledges(B) agrees that, grants as of the Fifth Amendment Effective Date and after giving effect to this Fifth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and other obligationsarising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the terms perfected status and priority of each of such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Credit Documents (as modified hereby) to which it is a party, are not impaired or affected in any manner whatsoever each case, to the extent provided in, and shall subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Fifth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Fifth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue to be in full force and effect andin respect of, upon and to secure, such Obligations under the consummation Credit Agreement and the other Credit Documents, in each case after giving effect to this Fifth Amendment and the incurrence of the 2022-E Revolving Commitment Increase effected hereby and the other transactions contemplated by hereby; and (iii) each Guarantor agrees that nothing in the Incremental Credit Agreement, this Fifth Amendment or any other Credit Document shall also secure be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Fifth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all Obligations of the respective obligations of each of the Reaffirming Parties Borrower and each other Credit Party under the 2011 Credit Agreement, as amended, reaffirmed Security Documents to which it is a party shall continue in full force and increased pursuant to the Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the Guarantee and Collateral Agreementeffect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

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