Common use of Reference to and Effect on the Credit Agreement and the Loan Documents Clause in Contracts

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Hilton Worldwide Holdings Inc.)

AutoNDA by SimpleDocs

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 Effective Dateeffectiveness of this Eighth Amendment, (i) each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Amended Credit Agreement, as amended by this Amendment, (ii) each reference to the 2016 Replacement Term B-12 Loans shall constitute “Term Loans” in and “Term B-12 Loans” for all purposes under the Amended Credit Agreement shall be deemed to include a reference to (other than for purposes of Section 2.01(a)(vii) and Section 7.10(a)(v) of the Refinancing Term Loans made available hereunderAmended Credit Agreement), including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing 2016 Replacement Term Lender (or its successors and assigns, as applicable) and the Incremental Term B-12 Lender shall be constitute a “Lender,” a “Term Lender” and a “Term B-12 Lender,” in each case, as defined in the Amended Credit Agreement, (iv) each 2016 Replacement Term B-12 Commitment shall constitute a “Commitment” as defined in the Amended Credit Agreement, (v) the 2016 Replacement Term B-14 Loans shall constitute “Term Loans” and “Term B-14 Loans” for all purposes under the Amended Credit Agreement (other than for purposes of Section 2.01(a)(viii) and Section 7.10(a)(viii) of the Amended Credit Agreement. This Amendment constitutes ), (iii) each 2016 Replacement Term B-14 Lender shall constitute a “Refinancing Amendment”, an Lender,” a Incremental AmendmentTerm Lender” and a “Loan DocumentTerm B-14 Lender,under in each case, as defined in the Amended Credit Agreement and for all purposes of (iv) each 2016 Replacement Term B-14 Commitment shall constitute a “Commitment” as defined in the Loan DocumentsAmended Credit Agreement. (b) The Amended Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Eighth Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan DocumentsDocuments (including all 2016 Replacement Term B-12 Loans and Replacement Term B-14 Loans), in each case case, as amended by this Eighth Amendment. (c) The execution, delivery and effectiveness of this Eighth Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a modification, acceptance or waiver of any other provision of any of the Loan Documents. (d) Each Loan Party hereby . On and after the effectiveness of this Eighth Amendment, (i) ratifies all references to the “Credit Agreement” or words of like import referring to the Existing Credit Agreement in any other Loan Document, shall mean and reaffirms all of its payment be a reference to the Amended Credit Agreement and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of this Eighth Amendment shall for all purposes constitute a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the GuarantyDocument.

Appears in 1 contract

Samples: Credit Agreement (West Corp)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) This Eleventh Amendment shall constitute a Refinancing Amendment and a Loan Document under the Credit Agreement. (b) On and after the Amendment No. 10 11 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this Eleventh Amendment, (ii) each reference New 2023 Refinancing Term Loan Lender shall constitute a “Lender” under (and as defined in) the Credit Agreement after giving effect to this Eleventh Amendment, (iii) the New 2023 Refinancing Term Loans shall constitute Closing Date Term Loans” in under (and as defined in) the Credit Agreement shall be deemed after giving effect to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans this Eleventh Amendment and (iiiv) each Refinancing Term Lender the Amendment No. 11 Effective Date shall constitute the “Amendment No. 11 Effective Date” under (or its successors and assigns, as applicabledefined in) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (bc) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Eleventh Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Eleventh Amendment. (cd) The execution, delivery and effectiveness of this Eleventh Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (de) Notwithstanding anything in the Credit Agreement to the contrary, the New 2023 Refinancing Term Loans shall be funded as SOFR Rate Loans with an initial Interest Period ending on January 31, 2024. (f) Each Loan Party hereby Converting Lender that executes and delivers a Refinancing Lender Consent electing the “Consent and Cashless Roll Option” shall be deemed to agree, upon the effectiveness of this Eleventh Amendment on the Amendment No. 11 Effective Date that (i) ratifies and reaffirms all (or such lesser amount as the Administrative Agent may allocate to such Lender) of its payment Existing Term Loans shall constitute New 2023 Refinancing Term Loans under the Credit Agreement (each such New 2023 Refinancing Term Loan, to such extent, a “Cashless Converting Loan”) and performance obligations(ii) it waives any right to receive its share of the prepayment of Existing Term Loans referred to in Section 2(j), contingent solely to the extent of such Cashless Converting Loans. (g) Each existing Term Lender that executes and delivers a Refinancing Lender Consent electing the “Consent and Assignment Option” shall be repaid in full (or otherwisesuch lesser amount as the Administrative Agent may allocate to such Term Lender) on the Amendment No. 11 Effective Date, under including for all accrued and unpaid interest, fees, expenses and other compensation owed to such Term Lender and due and payable by the Borrower pursuant to the Credit Agreement and this Eleventh Amendment. Each such Term Lender agrees that it shall be deemed to have executed an Assignment and Assumption pursuant to Section 10.07 of the Credit Agreement on the Amendment No. 11 Effective Date and to have purchased a principal amount of New 2023 Refinancing Term Loans in an amount equal to the principal amount of such repayment (or such lesser amount as the Administrative Agent may allocate to such Term Lender). (h) This Eleventh Amendment may not be amended, modified or waived except pursuant to a writing signed by each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guarantyparties hereto.

Appears in 1 contract

Samples: Credit Agreement (Life Time Group Holdings, Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Third Amendment No. 10 Effective Date, (i) each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Existing Credit Agreement, Agreement as amended by this Amendment, (ii) each reference to “Term Loans” in Amendment on the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit AgreementThird Amendment Effective Date. This Amendment constitutes shall constitute a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and Document for all purposes of the Credit Agreement and the other Loan Documents. (b) The Existing Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Credit Parties under the Loan Documents, in each case case, as amended by this Amendment. Furthermore, the Initial Borrower and Holdings acknowledge that neither Person has any offsets or defenses to its obligations under the Loan Documents to which it is a party and no claims or counterclaims against the Administrative Agent or any Lender. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a modification, acceptance or waiver of any other provision of any of the Loan Documents. (d) Each Loan Party hereby (i) ratifies . No failure or delay or course of dealing on the part of the Administrative Agent and reaffirms all Lenders in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of its payment any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights, powers and performance obligations, contingent or otherwise, under each of remedies provided in the Loan Documents are cumulative and not exclusive of any rights, powers or remedies which the Administrative Agent and the Lenders would otherwise be entitled to which it is exercise. No notice to or demand on any Credit Party in any case shall entitle any such Person to any other or further notice or demand in similar or other circumstances or constitute a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect waiver of the Refinancing Term Loans made available hereunder, including rights of the Series B-3 Term Loans, the Series B-4 Term Loans Administrative Agent and the Incremental Series B-4 Term Loans), subject Lenders to the terms thereof and (iii) any other or further action in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.any circumstances without notice or demand

Appears in 1 contract

Samples: Credit Agreement (FTE Networks, Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 11 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Amended Series B-4 Term Loans and (including the Incremental Amended Series B-4 Term Loans Loans) and (iii) each Refinancing Consenting Series B-4 Term Lender, Replacement Lender, Incremental Term Lender and Cashless Roll Series B-3 Term Lender (or or, in each case, its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (ba) The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Amended Series B-4 Term Loans (and the Incremental Amended Series B-4 Term Loans) made available hereunder) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. (cb) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (dc) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans (including the Amended Series B-4 Term Loans (and the Incremental Amended Series B-4 Term Loans)) made available hereunder, subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans (including the Amended Series B-4 Term Loans (and the Incremental Amended Series B-4 Term Loans) made available hereunder pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Hilton Worldwide Holdings Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) This Amendment shall become effective as of the date hereof, provided the Administrative Agent shall have received counterparts of this Amendment executed by each Loan Party, each Series B-2 Term Lender, each of the Required Lenders and the Administrative Agent or, as to any of the Lenders, written evidence reasonably satisfactory to the Administrative Agent that such Lender has executed this Amendment. (b) On and after the Amendment No. 10 1 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Extension Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. Each of the Lenders party hereto hereby acknowledge that the Borrower hereby provides notice under Section 2.16 of the Credit Agreement of its Term Loan Extension Request, with the proposed terms set forth herein, and all notice requirements in Section 2.16 of the Credit Agreement with respect to such Term Loan Extension Request have been satisfied. (bc) The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 B-1 Term Loans and the Incremental Series B-4 B-2 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. (cd) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (de) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 B-1 Term Loans and the Incremental Series B-4 B-2 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Hilton Worldwide Holdings Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 Restatement Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this AmendmentAmendment (i.e., the Second Amended and Restated Credit Agreement). Each of the table of contents and lists of Exhibits, as applicable, shall be amended mutatis mutandis (iiother than Exhibits X-0, X-0, N and O, which are set forth in Annex A de novo and Exhibits X-0, X-0, X-0, X-0, X-0, X-0, E, F and L, which are amended and restated hereby and set forth in Annex A) each reference to “Term Loans” reflect the changes made in this Amendment as of the Restatement Effective Date. The schedules to the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans amended and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, restated as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents.set forth in Annex A. (b) The Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit AgreementAgreement and all other Loan Documents, as specifically amended by this Amendment, is are and shall continue to be remain in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender the Lenders, the Borrowers, the Co-Lead Arrangers or the Administrative Agent Agents under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. (d) The Tranche B Term Lenders and Tranche B Revolving Lenders shall each be a “Lender” for purposes of the Loan Documents. (de) Each On and after the Restatement Effective Date, the Tranche B Term Loan Party hereby Commitments and Additional Term Loan Commitments shall constitute “Term Loan Commitments” and the Tranche B Term Loans (iincluding Additional Term Loans) ratifies made under §6.20 of the Second Amended and reaffirms all of its payment and performance obligations, contingent or otherwise, under each Restated Credit Agreement shall constitute “Term Loans” for purposes of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Tranche B Term Loans made available hereunder, (including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Additional Term Loans) pursuant to shall also constitute “Term Loans” for purposes of the Guaranty.Loan Documents). The Tranche B Revolving Loan Commitments and Additional Revolving Loan Commitments shall constitute

Appears in 1 contract

Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 Restatement Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this AmendmentAmendment (i.e., the Third Amended and Restated Credit Agreement). Each of the table of contents and lists of Exhibits, as applicable, shall be amended mutatis mutandis (other than (i) Exhibits X-0, X-0 and B-3, which are being removed, (ii) each reference Exhibits X-0, X-0, X-0, X-0, C-1 and F, which are amended and restated hereby and set forth in Annex A and (iii) Exhibit Q, which is set forth in Annex A de novo) to “Term Loans” reflect the changes made in this Amendment as of the Restatement Effective Date. The schedules to the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans amended and the Incremental Series B-4 Term Loans restated as set forth in Annex A. Schedule 16.11(a) and (iiib) each Refinancing Term Lender (or its successors and assigns, as applicablehereto shall constitute Schedule 16.11(a) and the Incremental Term Lender shall be a “Term Lender” for the purposes (b) of the Third Amended and Restated Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit AgreementAgreement and all other Loan Documents, as specifically amended by this Amendment, is are and shall continue to be remain in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, other than the Collateral Documents and all of the Collateral described therein which are released and discharged pursuant to the terms of this Amendment or (as applicable) pursuant to the documentation set forth on Schedule 16.11(b), the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Amendment and each Loan Party confirms and reaffirms its prior grant of security interests and liens under the Collateral Documents, which shall continue in full force and effect and secure the Obligations, after giving effect to this Amendment. (c) This Amendment shall not constitute a novation of the Credit Agreement or any other Loan Documents. (d) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender the Lenders, the Borrowers, the Co-Lead Arrangers or the Administrative Agent Agents under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. (e) The Tranche B Term Lenders and Tranche B Revolving Lenders shall each be a “Lender” for purposes of the Loan Documents. (df) Each On and after the Restatement Effective Date, the Tranche B Term Loan Party hereby Commitments and Additional Term Loan Commitments shall constitute “Term Loan Commitments” and the Tranche B Term Loans (iincluding Additional Term Loans) ratifies made under §6.20 of the Third Amended and reaffirms all of its payment and performance obligations, contingent or otherwise, under each Restated Credit Agreement shall constitute “Term Loans” for purposes of the Loan Documents to which it is a party(and the Tranche B Term Loans (including Additional Term Loans) shall also constitute “Term Loans” for purposes of the Loan Documents). The Tranche B Revolving Loan Commitments and Additional Revolving Loan Commitments shall constitute “Revolving Loan Commitments” and any (x) Tranche B Revolving Loans drawn under any Tranche B Revolving Loan Commitment and (y) loans drawn under any Additional Revolving Loan Commitment (“Additional Revolving Loans”) shall in each case, (ii) ratifies and reaffirms each grant constitute “Revolving Loans” for purposes of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, and the grant Tranche B Revolving Loan Commitments and Additional Revolving Loan Commitments shall also constitute “Revolving Loan Commitments” for purposes of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term LoansDocuments), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 11 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this AmendmentAmendment No. 11, (ii) each reference to 2016 Incremental Term A Lender shall constitute a “Lender” as defined in the Credit Agreement, and (iii) the 2016 Incremental Term A Loans shall constitute “Incremental Term Loans” and “Term Loans” as defined in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this AmendmentAmendment No. 11, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this AmendmentAmendment No. 11. (c) The execution, delivery and effectiveness of this Amendment No. 11 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment No. 11, this Amendment No. 11 shall for all purposes constitute a Loan Document. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (TransUnion)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 16 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this AmendmentAmendment No. 16, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the 2018 Additional Incremental Term B-4 Lender shall be constitute a “Lender”, a “2018 Incremental Term B-4 Lender” and a “Term Lender” for as defined in the purposes of Credit Agreement and (iii) the 2018 Additional Incremental Term B-4 Loans shall constitute “Incremental Term Loans”, “2018 Incremental Term B-4 Loans” and “Term Loans” as defined in the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this AmendmentAmendment No. 16, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this AmendmentAmendment No. 16. (c) The execution, delivery and effectiveness of this Amendment No. 16 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment No. 16, this Amendment No. 16 shall for all purposes constitute a Loan Document. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (TransUnion)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 6 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to “Term Loans” and “Series B-2 Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans hereunder and (iii) each the Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Series B-2 Term Lender” and a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Hilton Worldwide Holdings Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) This Fifth Amendment shall constitute both a Refinancing Amendment and a Loan Document under the Credit Agreement. (b) On and after the Fifth Amendment No. 10 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this Fifth Amendment, (ii) each reference to New 2017 Refinancing Term Loan Lender shall constitute a Lender” under (and as defined in) the Credit Agreement, (iii) the New 2017 Refinancing Term Loan Commitments shall constitute “Refinancing Commitments” and “Commitments” under (and as defined in) the Credit Agreement, (iv) the New 2017 Refinancing Term Loans shall constitute “Closing Date Term Loans” in under (and as defined in) the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iiiv) each Refinancing Term Lender the Fifth Amendment Effective Date shall constitute the “Amendment No. 5 Effective Date” under (or its successors and assigns, as applicabledefined in) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (bc) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Fifth Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Fifth Amendment. (cd) The execution, delivery and effectiveness of this Fifth Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (de) Notwithstanding anything in the Credit Agreement to the contrary, the New 2017 Refinancing Term Loans shall be funded as Eurodollar Rate Loans with an initial Interest Period ending on November 30, 2017. (f) Each Loan Party hereby Converting Lender that executes and delivers a Refinancing Lender Consent electing the “Consent and Cashless Roll Option” shall be deemed to agree, upon the effectiveness of this Fifth Amendment on the Fifth Amendment Effective Date that (i) ratifies and reaffirms all (or such lesser amount as the Administrative Agent may allocate to such Lender) of its payment Existing Term Loans shall constitute New 2017 Refinancing Term Loans under the Credit Agreement (each such New 2017 Refinancing Term Loan, to such extent, a “Cashless Converting Loan”) and performance obligations(ii) it waives any right to receive its share of the prepayment of Existing Term Loans referred to in Section 2(h), contingent solely to the extent of such Cashless Converting Loans. (g) Each existing Term Lender that executes and delivers a Refinancing Lender Consent electing the “Consent and Assignment Option” shall be repaid in full (or otherwisesuch lesser amount as the Administrative Agent may allocate to such Term Lender) on the Fifth Amendment Effective Date, under including for all accrued and unpaid interest, fees, expenses and other compensation owed to such Term Lender and due and payable by the Borrower pursuant to the Credit Agreement and this Fifth Amendment. Each such Term Lender agrees that it shall be deemed to have executed an Assignment and Assumption pursuant to Section 10.07 of the Credit Agreement on the Fifth Amendment Effective Date and to have purchased a principal amount of New 2017 Refinancing Term Loans in an amount equal to the principal amount of such repayment (or such lesser amount as the Administrative Agent may allocate to such Term Lender). (h) This Fifth Amendment may not be amended, modified or waived except pursuant to a writing signed by each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guarantyparties hereto.

Appears in 1 contract

Samples: Credit Agreement (Life Time Group Holdings, Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 Effective Dateeffectiveness of this Agreement, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereofor words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereofor words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended and modified by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended and modified by this Amendment, is thls Agreement are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender Lender, any Issuing Bank, any Swingline Lender, any Collateral Agent or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each The Loan Party hereby (i) ratifies and reaffirms Parties agree that this Agreement shall be a Loan Document for all of its payment and performance obligations, contingent or otherwise, under each purposes of the Loan Documents to which it is a party, Credit Agreement (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made as specifically amended by such Loan Party pursuant to the Security this Agreement) and confirms that such liens the other Loan Documents. (e) Upon the Effective Date and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect effectiveness of the Refinancing Term Incremental Revolving Loan Commitment of the Additional Revolving Lender as contemplated hereby, the Additional Revolving Lender shall make Class A-2 Revolving Loans made available hereunderto the Borrower by transferring funds to the Administrative Agent and such funds shall be applied to prepay outstanding Class A-2 Revolving Loans in an amount such that, after giving effect to such prepayment, the percentage of the Class A-2 Revolving Loans held by each Class A-2 Revolving Lender (including the Series B-3 Term LoansAdditional Revolving Lender) shall equal their then-current Pro Rata Percentage after giving effect to the increase in the Class A-2 Revolving Commitments as contemplated hereby. The Borrower shall pay accrued interest on the Class A-2 Revolving Loans being prepaid and any other amounts payable to any Lender in accordance with Section 2.13 of the Credit Agreement. Upon the Effective Date and effectiveness of the Incremental Revolving Loan Commitment as contemplated hereby, each Class A-2 Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to the Additional Revolving Lender providing such Incremental Revolving Loan Commitment, and the Additional Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Class A-2 Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Incremental Revolving Loan Commitment and each such deemed assignment and assumption of participations, the Series B-4 Term Loans and percentage of the Incremental Series B-4 Term Loans), subject to the terms thereof aggregate outstanding (A) participations hereunder in Letters of Credit and (iiiB) participations hereunder in the case of Swingline Loans held by each Guarantor, ratifies and reaffirms its guaranty of the Obligations Class A-2 Revolving Lender (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term LoansRevolving Commitment Increase Lenders) pursuant to the Guarantywill equal such Class A-2 Revolving Lender’s Pro Rata Percentage.

Appears in 1 contract

Samples: Increase Joinder to the Credit Agreement (Jacobs Entertainment Inc)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Second Amendment No. 10 Reorganization Effective Date or the Second Amendment Effective Date, as applicable, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this Second Amendment, ; (ii) each reference to Revolving Commitment Increase shall constitute a Term LoansRevolving Credit Commitmentas defined in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans Agreement; and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Revolving Commitment Increase Lender shall be constitute a “Term Lender” for the purposes of as defined in the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by each and all parts of this Second Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Second Amendment. (c) The execution, delivery and effectiveness of any part of this Second Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of any part of this Second Amendment, this Second Amendment shall for all purposes constitute a Loan Document. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Styron Canada ULC)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 Effective Dateeffectiveness of this Amendment, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended and modified by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended and modified by this Amendment, is Amendment are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender Lender, any Issuing Bank, any Swing Line Bank or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each Loan Party hereby The Converting Lenders will be deemed to be “Lenders” for all purposes under the Credit Agreement, each Converting Lender will be deemed to have converted outstanding Term B-1 Advances and/or Euro Term B-1 Advances into an Advance of Replacement Term Loans on the Effective Date, the Replacement Term Loans with respect to the Term B-1 Facility will be deemed to be “Term B-1 Advances” for all purposes under the Credit Agreement and the Replacement Term Loans with respect to the Euro Term B-1 Facility will be deemed to be “Euro Term B-1 Advances” for all purposes under the Credit Agreement. (ie) ratifies Notwithstanding anything in the Credit Agreement to the contrary, the initial Interest Period with respect to the Term B-1 Advances and reaffirms all of its payment the Euro Term B-1 Advances after the Effective Date shall end on December 13, 2013 and performance obligations, contingent or otherwise, under each of the Loan Documents undersigned, to which it is a partythe extent applicable, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made hereby waives any breakage payment owing to such Lender pursuant to Section 9.04(c) in connection with this Amendment. (f) The Agent, the Lenders party hereto and the Loan Documents Parties agree that this Amendment shall be a Loan Document for all purposes of the Credit Agreement (including, without limitation, the grant of security made as specifically amended by such Loan Party pursuant to the Security Agreementthis Amendment) and confirms that such liens and security interests continue to secure the Obligations under the other Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the GuarantyDocuments.

Appears in 1 contract

Samples: Credit Agreement (Sealed Air Corp/De)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the First Amendment No. 10 Effective Date, (i) each reference in the ABL Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the ABL Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this First Amendment, ; (ii) each reference to the Extended ABL Revolving Commitments shall constitute Term ABL Revolving Commitments” for all purposes under the ABL Credit Agreement (other than for purposes of Section 4.01 of the ABL Credit Agreement and clause (a) of the first sentence of Section 5.11 of the ABL Credit Agreement); (iii) the Extended FILO Commitments shall constitute “FILO Commitments” for all purposes under the ABL Credit Agreement (other than for purposes of Section 4.01 of the ABL Credit Agreement and clause (a) of the first sentence of Section 5.11 of the ABL Credit Agreement); (iv) the Extended ABL Revolving Loans and Extended FILO Loans shall constitute “Loans” for all purposes under the ABL Credit Agreement (other than for purposes of Section 4.01 of the ABL Credit Agreement and clause (a) of the first sentence of Section 5.11 of the ABL Credit Agreement); and (v) each Extending Lender shall constitute a “Lender” as defined in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The ABL Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this First Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Secured Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan DocumentsParties, in each case case, as amended by this First Amendment. (c) The execution, delivery and effectiveness of this First Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Abl Credit Agreement (Party City Holdco Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 6 Effective Date, (i) each reference to the Credit Agreement in any Loan Document and in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Amended Credit Agreement, as amended by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Each Borrower hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party and confirms that the Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed, (ii) ratifies and reaffirms its prior grant and the validity of the Liens and security interests made pursuant to the Collateral Documents and confirms that all such Liens and security interests continue in full force and effect to secure the Obligations under the Loan Documents after giving effect to this Amendment and (iii) ratifies and reaffirms its guaranty of the Obligations. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this AmendmentAmendment and all prior grants of security interests are hereby reaffirmed. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender Lender, the Administrative Agent or the Multicurrency Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan DocumentsDocuments nor a novation thereof. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. (d) Each Loan Party By executing and delivering a copy of this Amendment, each Borrower hereby consents to this Amendment and agrees and confirms that all Obligations (iincluding those created hereby) ratifies shall continue to be guaranteed and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made secured pursuant to the Loan Documents Documents. (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreemente) Each Borrower hereby expressly acknowledges and confirms that such liens the waiver in Section 2 is a one-time waiver solely with respect to the Specified Default and security interests continue to secure shall not be construed as creating any course of conduct on the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect part of the Refinancing Term Loans made available hereunder, including the Series B-3 Term LoansAdministrative Agent, the Series B-4 Term Loans and Multicurrency Administrative Agent or the Incremental Series B-4 Term Loans)Lenders or otherwise impair the future ability of the Administrative Agent, subject the Multicurrency Administrative Agent or the Lenders to declare a Default or Event of Default under or otherwise enforce the terms of the Amended Credit Agreement or any other Loan Document with respect to any matter (other than as set forth in Section 2 with respect to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the GuarantySpecified Default).

Appears in 1 contract

Samples: Credit Agreement (Levi Strauss & Co)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 Effective Dateeffectiveness of this Amendment, (i) each reference in the Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “therein”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment (as so amended, the “Amended Credit Agreement”). On and after the effectiveness of this Amendment, each reference in the Fee Letter to “this Fee Letter”, “herein”, “hereunder”, “hereof” or words of like import referring to the Fee Letter, and each reference in the Notes and each of the other Loan Documents to “the Fee Letter”, “therein”, “thereunder”, “thereof” or words of like import referring to the Fee Letter shall mean and be a reference to the Fee Letter as amended by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and is a “Loan Document” under and for all purposes of as defined in the Loan DocumentsCredit Agreement. (b) The Credit AgreementAgreement and the Fee Letter, each as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement or any of the other Loan DocumentsDocument, nor constitute a waiver of any provision of the Credit Agreement or any of the other Loan DocumentsDocument. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Senior Secured Term Facility Credit Agreement (Chemtura CORP)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) This Fourth Amendment shall constitute both a Refinancing Amendment and a Loan Document under the Credit Agreement. (b) On and after the Fourth Amendment No. 10 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this Fourth Amendment, (ii) each reference to New Refinancing Term Loan Lender shall constitute a Lender” under (and as defined in) the Credit Agreement, (iii) the New Refinancing Term Loan Commitments shall constitute “Refinancing Commitments” and “Commitments” under (and as defined in) the Credit Agreement and (iv) the 2017 Refinancing Term Loans shall constitute “Closing Date Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans under (and the Incremental Series B-4 Term Loans and (iiias defined in) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (bc) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Fourth Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Fourth Amendment. (cd) The execution, delivery and effectiveness of this Fourth Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (de) Notwithstanding anything in the Credit Agreement to the contrary, the 2017 Refinancing Term Loans shall be funded as Eurodollar Rate Loans with an initial Interest Period ending on January 31, 2017. (f) Each Loan Party hereby Converting Lender that executes and delivers a Refinancing Lender Consent electing the “Consent and Cashless Roll Option” shall be deemed to agree, upon the effectiveness of the Agreement on the Fourth Amendment Effective Date that (i) ratifies and reaffirms all (or such lesser amount as the Administrative Agent may allocate to such Lender) of its payment Existing Term Loans shall constitute 2017 Refinancing Term Loans under the Credit Agreement (each such 2017 Refinancing Term Loan, to such extent, a “Cashless Converting Loan”) and performance obligations(ii) it waives any right to receive its share of the prepayment of Existing Term Loans referred to in Section 2(h), contingent solely to the extent to such Cashless Converting Loans. (g) Each existing Term Lender that executes and delivers a Refinancing Lender Consent electing the “Consent and Assignment Option” shall be repaid in full (or otherwisesuch lesser amount as the Administrative Agent may allocate to such Term Lender) on the Fourth Amendment Effective Date, under including for all accrued and unpaid interest, fees, expenses and other compensation owed to such Term Lender and due and payable by the Borrower pursuant to the Credit Agreement and this Agreement. Each such Term Lender agrees that it shall be deemed to have executed an Assignment and Assumption pursuant to Section 10.07 of the Credit Agreement on the Fourth Amendment Effective Date and purchase a principal amount of 2017 Refinancing Term Loans in an amount equal to the principal amount of such repayment (or such lesser amount as the Administrative Agent may allocate to such Term Lender). (h) This Fourth Amendment may not be amended, modified or waived except pursuant to a writing signed by each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guarantyparties hereto.

Appears in 1 contract

Samples: Credit Agreement (Life Time Group Holdings, Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after each of the Initial Amendment No. 10 12 Effective Date and the Subsequent Amendment No. 12 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to “Term Loans” in Amendment No. 12 on the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans Initial Amendment No. 12 Effective Date and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assignsSubsequent Amendment No. 12 Effective Date, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this AmendmentAmendment No. 12, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this AmendmentAmendment No. 12. (c) The execution, delivery and effectiveness of this Amendment No. 12 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment No. 12 (or portions hereof) as provided in Section 2 hereof, this Amendment No. 12 (or applicable portions hereof) shall for all purposes constitute a Loan Document. (d) Each Loan Party hereby If the Borrower provides notice to any Amendment No. 12 Non-Consenting Lender and the Administrative Agent that they are exercising their rights under Sections 3.07(a) and 3.07(d) of the Credit Agreement (iin each case as modified by this Amendment No. 12 on the Initial Amendment No. 12 Effective Date) ratifies and reaffirms in connection with this Amendment No. 12 to require such Amendment No. 12 Non-Consenting Lender to assign all of its payment interests, rights and performance obligations, contingent or otherwise, obligations under each of the Loan Documents to which it is a partyone or more Eligible Assignees identified by the Borrower, (ii) ratifies and reaffirms the Administrative Agent shall coordinate the transfer of all such 2015 Term B-2 Loans of each grant of a lien on, or security interest in, its property made pursuant such Amendment No. 12 Non-Consenting Lender to the Loan Documents (includingidentified Eligible Assignees, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreementwhich transfers shall be effected in accordance with Section 10.07(b) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans Credit Agreement and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty shall be effective as of the Obligations (includingSubsequent Amendment No. 12 Effective Date, for the avoidance of doubt, all Obligations and each Eligible Assignee acquiring 2015 Term B-2 Loans in connection with such transfers shall have provided a signature page to this Amendment No. 12 consenting hereto with respect of the Refinancing to such acquired 2015 Term Loans made available hereunder, including the Series B-3 Term B-2 Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (TransUnion)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 2 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Amended Credit Agreement. This Amendment No. 2 constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit Agreement, as specifically amended by this AmendmentAmendment No. 2, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment No. 2 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each This Amendment No. 2 shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Party hereby (i) ratifies Document or any other security therefor or any guarantee thereof, and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue existing immediately prior to secure the Obligations under Amendment No. 2 Effective Date in favor of the Loan Documents (including, Collateral Agent for the avoidance of doubt, all Obligations in respect benefit of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty Secured Parties securing payment of the Obligations (includingare in all respects continuing and in full force and effect with respect to all Obligations. Except as expressly provided, for the avoidance of doubtnothing herein contained shall be construed as a substitution or novation, all Obligations in respect or a payment and reborrowing, or a termination, of the Refinancing Term Loans made available hereunderObligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, including which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in Amendment No. 2 or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under the Series B-3 Term LoansCredit Agreement or any Loan Document from any of its obligations and liabilities thereunder, and except as LEGAL02/43062751v1 expressly provided, such obligations are in all respects continuing with only the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guarantyterms being modified as provided in this Amendment No. 2.

Appears in 1 contract

Samples: Credit Agreement (Hilton Grand Vacations Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) This Seventh Amendment shall constitute both an Incremental Amendment and a Loan Document under the Credit Agreement. (b) On and after the Seventh Amendment No. 10 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment, Seventh Amendment and (iiii)(w) each reference to New Term Loan Lender shall constitute a Term Loans” in the Credit Agreement shall be deemed to include a reference to the 2017 Refinancing Term Loans made available hereunderLender”, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes and a “Refinancing AmendmentLender”, an (x) each New Revolving Lender and each Increasing Revolving Lender shall constitute a Incremental Amendment2017 Initial Revolving Lender”, a “Revolving Lender” and a “Loan DocumentLender”, (y) the New Term Loans shall constitute “New 2017 Refinancing Term Loans”, “Term Loansand “Loans” and (z) the New Revolving Commitments shall constitute “2017 Initial Revolving Commitments”, “Commitments” and “Revolving Commitments”, in each case, under (and for all purposes of as defined in) the Loan DocumentsCredit Agreement after giving effect to this Seventh Amendment. (bc) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Seventh Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Seventh Amendment. (cd) The execution, delivery and effectiveness of this Seventh Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (de) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligationsThis Seventh Amendment may not be amended, contingent modified or otherwise, under waived except pursuant to a writing signed by each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guarantyparties hereto.

Appears in 1 contract

Samples: Credit Agreement (Life Time Group Holdings, Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 3 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment, Amendment No. 3 (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loansi.e., the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Amended Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents). (b) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Amendment, and all guarantees and grants of security interests, as applicable, are hereby reaffirmed by each applicable Loan Party. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. (d) Each Additional Term A-1 Lender, each Additional Revolving Lender (if any) and each Incremental Tranche A Revolving Lender shall be a “Lender” for purposes of the Loan Party hereby Documents. (ie) ratifies On and reaffirms all after the Amendment No. 3 Effective Date, the Refinancing Term A-1 Loans made under Section 2.01(d) of its payment and performance obligations, contingent or otherwise, under each the Amended Credit Agreement shall constitute “Refinancing Term Loans” for purposes of the Loan Documents to which it is a party(and the Term A-1 Loans shall also constitute “Term Loans” for purposes of the Loan Documents). The Tranche A Revolving Commitments shall constitute “Refinancing Revolving Commitments” (and the Tranche A Revolving Commitments shall also constitute “Revolving Credit Commitments” for purposes of the Loan Documents). (f) On and after the Amendment No. 3 Effective Date, (iithe Incremental Term A-1 Loans made under Section 2.01(e) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Amended Credit Agreement shall constitute “Incremental Term A Loans” for purposes of the Loan Documents (including, without limitation, and the grant Incremental Term A-1 Loans shall also constitute “Term Loans” for purposes of security made by such the Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under Documents). The Incremental Tranche A Revolving Commitments shall constitute “Incremental Revolving Commitments” for purposes of the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty Tranche A Revolving Commitments shall also constitute “Revolving Credit Commitments” for purposes of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the GuarantyLoan Documents).

Appears in 1 contract

Samples: Credit Agreement (Corporate Executive Board Co)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the First Amendment No. 10 Effective Date, (i) each reference in the Credit Agreement Agreement, the Guaranty or the Security Agreement, as applicable, to “this Agreement”, ,” hereunderherein,” “hereto”, “hereof” and “hereunder” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Guaranty or Security Agreement, “thereunder”, “thereof” or words of like import referring to the Credit Agreementas applicable, shall mean and be a reference to the Credit Agreement, Guaranty or Security Agreement, as applicable, and in each case as amended by this First Amendment, ; (ii) each reference to the 2013 Replacement Term Loans shall constitute “Term Loans” for all purposes under the Credit Agreement (other than for purposes of Section 2.01(a) of the Credit Agreement (as amended hereby), Section 4.01 of the Credit Agreement and the definition of “Term Commitments”, (iii) each 2013 Replacement Term Lender shall constitute a “Lender” and a “Term Lender”, in each case, as defined in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iiiiv) each Refinancing 2013 Replacement Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender Loan Commitment shall be constitute a “Term LenderCommitmentfor the purposes of as defined in the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this First Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this First Amendment. (c) The execution, delivery and effectiveness of this First Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. . NEWYORK 8754158 (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans2K), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement, Guaranty and Security Agreement (Bloomin' Brands, Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 Restatement Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this AmendmentAmendment (i.e., (ii) each reference the Amended and Restated Credit Agreement). Each of the table of contents and lists of Exhibits, as applicable, shall be amended mutatis mutandis to “Term Loans” reflect the changes made in this Amendment as of the Restatement Effective Date. The schedules to the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans amended and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, restated as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents.set forth in Annex A. (b) The Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit AgreementAgreement and all other Loan Documents, as specifically amended by this Amendment, is are and shall continue to be remain in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender the Lenders, the Borrowers, the Co-Lead Arrangers or the Administrative Agent Agents under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. (d) The Tranche B Term Lenders and Tranche B Revolving Lenders shall each be a “Lender” for purposes of the Loan Documents. (de) Each On and after the Restatement Effective Date, the Tranche B Term Loan Party hereby Commitments and Additional Term Loan Commitments shall constitute “Term Loan Commitments” and the Tranche B Term Loans (iincluding Additional Term Loans) ratifies made under §6.20 of the Amended and reaffirms all of its payment and performance obligations, contingent or otherwise, under each Restated Credit Agreement shall constitute “Term Loans” for purposes of the Loan Documents to which it is a party(and the Tranche B Term Loans (including Additional Term Loans) shall also constitute “Term Loans” for purposes of the Loan Documents). The Tranche B Revolving Loan Commitments and Additional Term Loan Commitments shall constitute “Revolving Loan Commitments” and any (x) Tranche B Revolving Loans drawn under any Tranche B Revolving Loan Commitment and (y) loans drawn under any Additional Revolving Loan Commitment (“Additional Revolving Loans”) shall in each case, (ii) ratifies and reaffirms each grant constitute “Revolving Loans” for purposes of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, and the grant Tranche B Revolving Loan Commitments and Additional Revolving Loan Commitments shall also constitute “Revolving Loan Commitments” for purposes of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term LoansDocuments), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Genesee & Wyoming Inc)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 1 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, Agreement as amended by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documentshereby. (b) The On and after the Amendment No. 1 Effective Date, the rights and obligations of the parties to the Credit Agreement and each other Loan Document (as defined in the Credit Agreement, the “Existing Loan Documents”) shall be governed by the Credit Agreement as amended hereby and each Existing Loan Document as amended hereby; provided that the rights and obligations of the parties to the Credit Agreement and the other Existing Loan Documents with respect to the period prior to the Amendment No. 1 Effective Date shall continue to be governed by the provision of the Credit Agreement and Existing Loan Documents prior to giving effect to this Amendment. The Existing Loan Documents, as specifically amended by this Amendmenthereby, is are, and shall continue to be be, in full force and effect and is are hereby ratified and confirmed in all respects ratified and confirmedrespects. Without limiting the generality of the foregoing, (i) the Collateral Documents and all of the Collateral described therein do does and shall continue to secure the payment of all Secured Obligations on the terms and conditions set forth in the Collateral Documents as amended hereby (includingii) each Loan Party hereby confirms and ratifies its grant of a security interest in the Collateral and its obligations as “Pledgor” under the Security Agreement, for under the avoidance of doubtCredit Agreement and all other Loan Documents as amended pursuant to this Amendment, all Obligations on the terms set forth in the Security Agreement and (iii) each Guarantor hereby confirms and ratifies its obligations as Guarantor under the Guaranty with respect to all of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties Secured Obligations thereunder under the Credit Agreement and all other Loan Documents, in each case Documents as amended by pursuant to this Amendment, all on the terms set forth in the Guaranty. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Wendy's Co)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 Effective Dateeffectiveness of this Amendment, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment (and as contemplated to be amended, modified, supplemented, restated, substituted or replaced by this Amendment) are, is and shall continue to be be, in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment (and as contemplated to be amended, modified, supplemented, restated, substituted or replaced by this Amendment). (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Paying Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. (d) Each Loan Party hereby (i) ratifies Person listed on the signature pages to this Amendment as an “Initial Term A Lender” shall be an “Initial Term A Lender”, a “Term A Lender” and reaffirms a “Lender” for all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations purposes under the Loan Documents (including, for Credit Agreement and shall have the avoidance rights and obligations of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guarantysuch a Lender thereunder.

Appears in 1 contract

Samples: Credit Agreement (Steel Dynamics Inc)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 Effective Dateeffectiveness of this Amendment, (i) each reference in the Credit Agreement a Loan Document to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, the Security Agreement, the Intellectual Property Security Agreement or the Guaranty, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, the “Security Agreement”, the “Intellectual Property Security Agreement”, “the Guaranty”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement or the relevant Loan Document, shall mean and be a reference to the Credit Agreement or the relevant Loan Document, as further amended by this Amendment. On and after the effectiveness of this Amendment and the Intercreditor Amendment, each reference in the Intercreditor Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Intercreditor Agreement, and each reference in the Credit Agreement and each of the other Loan Documents to “the Intercreditor Agreement”, “thereunder”, “thereof” or words of like import referring to the Intercreditor Agreement, shall mean and be a reference to the Credit Intercreditor Agreement, as amended by this the Intercreditor Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and is a “Loan Document” under and for all purposes of as defined in the Loan DocumentsCredit Agreement. (b) The Credit Agreement, the Security Agreement, the Intellectual Property Security Agreement and the Guaranty, each as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting The Intercreditor Agreement, as specifically amended by the generality of the foregoingIntercreditor Amendment, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of be in full force and effect and is hereby in all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans respects ratified and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.confirmed (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement or any of the other Loan DocumentsDocument, nor constitute a waiver of any provision of the Credit Agreement or any of the other Loan DocumentsDocument. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Senior Secured Term Facility Credit Agreement (Chemtura CORP)

AutoNDA by SimpleDocs

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 1 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment, Amendment No. 1 (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loansi.e., the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Amended Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents). (b) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Amendment, and all guarantees and grants of security interests, as applicable, are hereby reaffirmed by each Transaction Obligor. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. (d) Each The Additional Term B-1 Lender shall be a “Lender” for purposes of the Loan Party hereby Documents. (ie) ratifies On and reaffirms all after the Amendment No. 1 Effective Date, the Additional Term B-1 Commitments shall constitute “Other Term Commitments” and the Domestic Term B-1 Loans made under Section 2.01(c) of its payment and performance obligations, contingent or otherwise, under each the Amended Credit Agreement shall constitute “Other Term Loans” for purposes of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant the Domestic Term B-1 Loans shall also constitute “Term Loans” for purposes of a lien on, or security interest in, its property made pursuant to the Loan Documents). The Tranche A Revolving Commitments shall constitute “Other Revolving Credit Commitments” and any Tranche A Revolving Loans drawn thereunder shall constitute “Other Revolving Credit Loans” for purposes of the Loan Documents (including, without limitation, and the grant Tranche A Revolving Commitments shall also constitute “Revolving Commitments” for purposes of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term LoansDocuments), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Amendment No. 1 (Genpact LTD)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 5 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Amended Credit Agreement. This Amendment No. 5 constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit Agreement, as specifically amended by this AmendmentAmendment No. 5, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this AmendmentAmendment No. 5. (c) The execution, delivery and effectiveness of this Amendment No. 5 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each This Amendment No. 5 shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Party hereby (i) ratifies Document or any other security therefor or any guarantee thereof, and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue existing immediately prior to secure the Obligations under Amendment No. 5 Effective Date in favor of the Loan Documents (including, Collateral Agent for the avoidance of doubt, all Obligations in respect benefit of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty Secured Parties securing payment of the Obligations (includingare in all respects continuing and in full force and effect with respect to all Obligations. Except as expressly provided, for the avoidance of doubtnothing herein contained shall be construed as a substitution or novation, all Obligations in respect or a payment and reborrowing, or a termination, of the Refinancing Term Loans made available hereunderObligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, including which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in Amendment No. 5 or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under the Series B-3 Term LoansCredit Agreement or any Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guarantyterms being modified as provided in this Amendment No. 5.

Appears in 1 contract

Samples: Credit Agreement (Hilton Grand Vacations Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 5 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment, Amendment No. 5 (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loansi.e., the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Amended Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents). (b) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this AmendmentAmendment (i.e., is the Amended Credit Agreement), are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Amendment, and all guarantees and grants of security interests, as applicable, are hereby reaffirmed by each applicable Loan Party. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. (d) Each Additional Term A-3 Lender (if any), each Cashless Option Term A-2 Lender, each Additional Revolving Lender, each Incremental Term A-3 Lender and each Incremental Tranche A-2 Revolving Lender shall be a “Lender” for purposes of the Loan Party hereby Documents. (ie) ratifies On and reaffirms all after the Amendment No. 5 Effective Date, the Rollover Refinancing Term A-3 Loans made under Section 2.01(h) of its payment and performance obligations, contingent or otherwise, under each the Amended Credit Agreement shall constitute “Refinancing Term Loans” for purposes of the Loan Documents to which it is a party(and the Term A-3 Loans shall also constitute “Term Loans” for purposes of the Loan Documents). The Tranche A-2 Revolving Commitments shall constitute “Refinancing Revolving Commitments” (and the Tranche A-2 Revolving Commitments shall also constitute “Revolving Credit Commitments” for purposes of the Loan Documents). (f) On and after the Amendment No. 5 Effective Date, (ii) ratifies and reaffirms each grant the Incremental Term A-3 Loans shall constitute “Incremental Term Loans” for purposes of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (includingand, for the avoidance of doubt, all Obligations in respect the Incremental Term A-3 Loans and Rollover Refinancing Term A-3 Loans shall also constitute Term A-3 Loans for purposes of the Refinancing Term Loans made available hereunder, including Loan Documents). (g) On and after the Series B-3 Term LoansAmendment No. 5 Effective Date, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty Tranche A-2 Revolving Commitments shall constitute “Incremental Revolving Commitments” for purposes of the Obligations Loan Documents (includingand, for the avoidance of doubt, all Obligations in respect the Incremental Tranche A-2 Revolving Commitments and Rollover Tranche A-2 Revolving Commitments shall also constitute Revolving Credit Commitments for purposes of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the GuarantyLoan Documents).

Appears in 1 contract

Samples: Credit Agreement (CEB Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 3 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. Each of the Lenders party hereto hereby acknowledge that the Borrower hereby provides notice under (i) Section 2.14 of the Credit Agreement of its Incremental Loan Request, with the proposed terms set forth herein, and all notice requirements in Section 2.14 of the Credit Agreement with respect to such Incremental Loan Request have been satisfied and (ii) Section 3.07 of the replacement of Non-Consenting Series B-2 Term Lenders, on the terms set forth herein, and all notice requirements in Section 3.07 of the Credit Agreement with respect to such replacement of Non- Consenting Series B-2 Term Lenders have been satisfied. (b) The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Series B-2 Term Loans (including the Amended Series B-2 Term Loans and New Series B-2 Term Loans) made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Series B-2 Term Loans (including the Amended Series B-2 Term Loans and New Series B-2 Term Loans) made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Series B-2 Term Loans (including the Amended Series B-2 Term Loans and New Series B-2 Term Loans) made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Hilton Worldwide Holdings Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 Effective Dateeffectiveness of this Agreement, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the U.S. Revolving Credit Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended and modified by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit Agreement, the U.S. Revolving Credit Notes and each of the other Loan Documents, as specifically amended and modified by this Amendment, is Agreement are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents to the extent provided in the Collateral Documents, in each case as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender Lender, any L/C Issuer, any Swing Line Lender, any Collateral Agent or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each The Loan Party hereby Parties agree that this Agreement shall be a Loan Document for all purposes of the Credit Agreement (as specifically amended by this Agreement) and the other Loan Documents. (e) Pursuant to Section 2.16(b) of the Credit Agreement, upon the effectiveness of this Agreement and the increase in the U.S. Revolving Credit Commitments as contemplated hereby, (i) ratifies each U.S. Revolving Credit Lender immediately prior to such increase will automatically and reaffirms all without further act be deemed to have assigned to each Commitment Increase Lender in respect of its payment such increase, and performance obligationseach such Commitment Increase Lender will automatically and without further act be deemed to have assumed, contingent or otherwisea portion of such U.S. Revolving Credit Lender’s participations under the Credit Agreement in outstanding U.S. Letters of Credit and U.S. Swing Line Loans such that, under after giving effect to each such deemed assignment and assumption of participations, the percentage of the Loan Documents to which it is a party, aggregate outstanding (A) participations under the Credit Agreement in U.S. Letters of Credit and (B) participations under the Credit Agreement in U.S. Swing Line Loans held by each U.S. Revolving Credit Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate U.S. Revolving Credit Commitments of all U.S. Revolving Credit Lenders represented by such U.S. Revolving Credit Lender’s U.S. Revolving Credit Commitment and (ii) ratifies and reaffirms each grant if, on the Effective Date, there are any U.S. Revolving Credit Loans outstanding, portions of a lien on, or security interest in, its property such U.S. Revolving Credit Loans shall on the Effective Date be prepaid with the proceeds of additional U.S. Revolving Credit Loans made pursuant by the Commitment Increase Lenders (such that after giving effect to the Loan Documents (including, without limitationsuch prepayment, the grant percentage of security made the U.S. Revolving Credit Loans held by each U.S. Revolving Credit Lender will equal the percentage of the aggregate U.S. Revolving Credit Commitments of all U.S. Revolving Credit Lenders represented by such Loan Party pursuant U.S. Revolving Credit Xxxxxx’s U.S. Revolving Credit Commitment after giving effect to such Commitment Increase), which prepayment shall be accompanied by accrued interest on the Security Agreement) Loans being prepaid and confirms that such liens and security interests continue any other amounts payable to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations any Lender in respect accordance with Section 3.05 of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the GuarantyCredit Agreement.

Appears in 1 contract

Samples: Joinder and Amendment Agreement

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this AmendmentAmendment No. 10, (ii) each reference to 2016 Incremental Term B-2 Lender shall constitute a “Lender” as defined in the Credit Agreement, and (iii) the 2016 Incremental Term B-2 Loans shall constitute “Incremental Term Loans” and “Term Loans” as defined in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this AmendmentAmendment No. 10, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this AmendmentAmendment No. 10. (c) The execution, delivery and effectiveness of this Amendment No. 10 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment No. 10, this Amendment No. 10 shall for all purposes constitute a Loan Document. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (TransUnion)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 7 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended and restated by this AmendmentAmendment No. 7, (ii) the 2014 Replacement Term Lender shall constitute a “Lender” as defined in the Credit Agreement, (iii) each reference to “Term Loans” Exhibit E to the Credit Agreement (Form of Compliance Certificate) in any document, agreement or instrument executed in connection with the Credit Agreement shall mean and be deemed a reference to include Exhibit E (Form of Compliance Certificate) as amended by this Amendment No. 7, (iv) each reference to the Schedules to the Credit Agreement in any document, agreement or instrument executed in connection with the Credit Agreement shall mean and be a reference to the Refinancing Term Loans made available hereunder, including Schedules to the Series B-3 Term Loans, the Series B-4 Term Loans Credit Agreement as amended or amended and the Incremental Series B-4 Term Loans restated by this Amendment No. 7 and (iiiv) each Refinancing Term Lender (reference to any of the Other Exhibits in any document, agreement or its successors instrument executed in connection with the Credit Agreement shall mean and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for reference to the purposes of the Credit Agreementapplicable Other Exhibits as amended by this Amendment No. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents7. (b) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this AmendmentAmendment No. 7, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this AmendmentAmendment No. 7. (c) The execution, delivery and effectiveness of this Amendment No. 7 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment No. 7, this Amendment No. 7 shall for all purposes constitute a Loan Document. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Transunion Corp.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 1 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment, Amendment No. 1 (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loansi.e., the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Amended Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents). (b) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Amendment, and all guarantees and grants of security interests are hereby reaffirmed by each Loan Party. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document. (d) Each The Additional Term B-1 Lender shall be a “Lender” for purposes of the Loan Party hereby Documents. (ie) ratifies On and reaffirms all of its payment after the Amendment No. 1 Effective Date, the Additional Term B-1 Commitments shall constitute “Other Term Commitments” and performance obligations, contingent or otherwise, under each the Term B-1 Loans shall constitute “Other Term Loans” for purposes of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant the Term B-1 Loans shall also constitute “Term Loans” for purposes of a lien on, or security interest in, its property made pursuant to the Loan Documents). The Tranche A Revolving Credit Commitments shall constitute “Other Revolving Credit Commitments” and any Tranche A Revolving Credit Loans drawn thereunder shall constitute “Other Revolving Credit Loans” for purposes of the Loan Documents (including, without limitation, and the grant Tranche A Revolving Credit Commitments shall also constitute “Revolving Credit Commitments” for purposes of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term LoansDocuments), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: First Lien Credit Agreement (TransFirst Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Eleventh Amendment No. 10 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement and any reference to the Credit Agreement in any Loan Document shall mean and be a reference to the Amended Credit Agreement. (b) On and after the Eleventh Amendment Effective Date, and each reference in the Notes and each of the other Loan Documents Guaranty to “the Credit this Agreement”, ,” thereunder”, hereunder,” thereofhereof” or words of like import referring to the Credit Agreement, Guaranty shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each Second Amended and Restated Guaranty and any reference to “Term Loans” the Guaranty in the Credit Agreement any Loan Document shall mean and be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans Second Amended and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan DocumentsRestated Guaranty. (bc) The Credit Agreement, as specifically amended by this Eleventh Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without Each of the Collateral Documents and all other Loan Documents shall continue in full force and effect and are hereby in all respects ratified and confirmed. Other than as modified by this Eleventh Amendment and the Amended Credit Agreement and without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all the Obligations (including, for the avoidance of doubt, all Obligations including obligations in respect of the Refinancing Term Loans made available hereunderB-4 Dollar Loans), including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan such other obligations and liabilities expressed or purported to be secured pursuant to such Collateral Documents, with all Liens continuing in each case as amended by full force and effect after giving effect to this Eleventh Amendment. (cd) The execution, delivery and effectiveness of this Eleventh Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each . This Eleventh Amendment shall not constitute a novation of the Credit Agreement or the other Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the GuarantyDocuments.

Appears in 1 contract

Samples: Credit Agreement (Axalta Coating Systems Ltd.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) This Tenth Amendment shall constitute a Refinancing Amendment, an Incremental Amendment and a Loan Document under the Credit Agreement. (b) On and after the Tenth Amendment No. 10 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this Tenth Amendment, (ii) each reference New Term Loan Lender shall constitute a “Lender” under (and as defined in) the Credit Agreement after giving effect to this Tenth Amendment, (iii) the 2023 Term Loans shall constitute Closing Date Term Loans” in and “2023 Refinancing Term Loans” under (and as defined in) the Credit Agreement shall be deemed after giving effect to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans this Tenth Amendment and (iiiv) each Refinancing Term Lender the Tenth Amendment Effective Date shall constitute the “Tenth Amendment Effective Date” under (or its successors and assigns, as applicabledefined in) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (bc) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Tenth Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Tenth Amendment. (cd) The execution, delivery and effectiveness of this Tenth Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (de) Notwithstanding anything in the Credit Agreement to the contrary, the 2023 Term Loans shall be funded as SOFR Rate Loans with an initial Interest Period ending on August 7, 2023. (f) Each Loan Party hereby Converting Lender that executes and delivers a Refinancing Lender Consent electing the “Consent and Cashless Roll Option” shall be deemed to agree, upon the effectiveness of this Tenth Amendment on the Tenth Amendment Effective Date that (i) ratifies and reaffirms all (or such lesser amount as the Administrative Agent may allocate to such Lender) of its payment Existing Term Loans shall constitute 2023 Refinancing Term Loans under the Credit Agreement (each such 2023 Refinancing Term Loan, to such extent, a “Cashless Converting Loan”) and performance obligations(ii) it waives any right to receive its share of the prepayment of Existing Term Loans referred to in Section 2(j), contingent solely to the extent of such Cashless Converting Loans. (g) Each existing Term Lender that executes and delivers a Refinancing Lender Consent electing the “Consent and Assignment Option” shall be repaid in full (or otherwisesuch lesser amount as the Administrative Agent may allocate to such Term Lender) on the Tenth Amendment Effective Date, under including for all accrued and unpaid interest, fees, expenses and other compensation owed to such Term Lender and due and payable by the Borrower pursuant to the Credit Agreement and this Tenth Amendment. Each such Term Xxxxxx agrees that it shall be deemed to have executed an Assignment and Assumption pursuant to Section 10.07 of the Credit Agreement on the Tenth Amendment Effective Date and to have purchased a principal amount of 2023 Refinancing Term Loans in an amount equal to the principal amount of such repayment (or such lesser amount as the Administrative Agent may allocate to such Term Lender). (h) This Tenth Amendment may not be amended, modified or waived except pursuant to a writing signed by each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guarantyparties hereto.

Appears in 1 contract

Samples: Credit Agreement (Life Time Group Holdings, Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 3 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Amended Credit Agreement. This Amendment No. 3 constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit Agreement, as specifically amended by this AmendmentAmendment No. 3, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this AmendmentAmendment No. 3. (c) The execution, delivery and effectiveness of this Amendment No. 3 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each This Amendment No. 3 shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Party hereby (i) ratifies Document or any other security therefor or any guarantee thereof, and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue existing immediately prior to secure the Obligations under Amendment No. 3 Effective Date in favor of the Loan Documents (including, Collateral Agent for the avoidance of doubt, all Obligations in respect benefit of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty Secured Parties securing payment of the Obligations (includingare in all respects continuing and in full force and effect with respect to all Obligations. Except as expressly provided, for the avoidance of doubtnothing herein contained shall be construed as a substitution or novation, all Obligations in respect or a payment and reborrowing, or a termination, of the Refinancing Term Loans made available hereunderObligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, including which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in Amendment No. 3 or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under the Series B-3 Term LoansCredit Agreement or any Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guarantyterms being modified as provided in this Amendment No. 3.

Appears in 1 contract

Samples: Credit Agreement (Hilton Grand Vacations Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 6 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Amended Credit Agreement. This Amendment No. 6 constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (b) The Credit Agreement, as specifically amended by this AmendmentAmendment No. 6, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this AmendmentAmendment No. 6. (c) The execution, delivery and effectiveness of this Amendment No. 6 shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each This Amendment No. 6 shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Party hereby (i) ratifies Document or any other security therefor or any guarantee thereof, and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue existing immediately prior to secure the Obligations under Amendment No. 6 Effective Date in favor of the Loan Documents (including, Collateral Agent for the avoidance of doubt, all Obligations in respect benefit of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty Secured Parties securing payment of the Obligations (includingare in all respects continuing and in full force and effect with respect to all Obligations. Except as expressly provided, for the avoidance of doubtnothing herein contained shall be construed as a substitution or novation, all Obligations in respect or a payment and reborrowing, or a termination, of the Refinancing Term Loans made available hereunderObligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, including which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in Amendment No. 6 or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under the Series B-3 Term LoansCredit Agreement or any Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guarantyterms being modified as provided in this Amendment No. 6.

Appears in 1 contract

Samples: Credit Agreement (Hilton Grand Vacations Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Fourth Amendment No. 10 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment, Fourth Amendment; (ii) each reference to the 2017 Incremental USD Term Loans shall constitute “2017 Replacement USD Term Loans”, “Initial Term Loans”, “USD Term Loans” and “Term Loans” in for all purposes under the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans Agreement; and (iii) each Refinancing 2017 Incremental USD Term Lender (or its successors and assigns, as applicable) and the Incremental Term Loan Lender shall be constitute a “Lender”, a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes ”, a “Refinancing Amendment”, an “Incremental AmendmentUSD Term Loan Lender” and a “2017 Replacement USD Term Loan DocumentLenderunder and for all purposes of as defined in the Loan DocumentsCredit Agreement. (b) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Fourth Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the applicable Loan Parties under the Loan Documents, in each case case, as amended by this Fourth Amendment. (c) The execution, delivery and effectiveness of this Fourth Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (SB/RH Holdings, LLC)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Fourth Amendment No. 10 Effective Date, (i) each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Existing Credit Agreement, Agreement as amended by this Amendment, (ii) each reference to “Term Loans” in Amendment on the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit AgreementFourth Amendment Effective Date. This Amendment constitutes shall constitute a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and Document for all purposes of the Credit Agreement and the other Loan Documents. (b) The Existing Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Credit Parties under the Loan Documents, in each case case, as amended by this Amendment. Furthermore, the Credit Parties each acknowledge that it has no offsets or defenses to its obligations under the Loan Documents to which it is a party and no claims or counterclaims against the Administrative Agent or any Lender. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a modification, acceptance or waiver of any other provision of any of the Loan Documents. (d) Each Loan Party hereby (i) ratifies . No failure or delay or course of dealing on the part of the Administrative Agent and reaffirms all Lenders in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of its payment any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights, powers and performance obligations, contingent or otherwise, under each of remedies provided in the Loan Documents are cumulative and not exclusive of any rights, powers or remedies which the Administrative Agent and the Lenders would otherwise be entitled to which it is exercise. No notice to or demand on any Credit Party in any case shall entitle any such Person to any other or further notice or demand in similar or other circumstances or constitute a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect waiver of the Refinancing Term Loans made available hereunder, including rights of the Series B-3 Term Loans, the Series B-4 Term Loans Administrative Agent and the Incremental Series B-4 Term Loans), subject Lenders to the terms thereof and (iii) any other or further action in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guarantyany circumstances without notice or demand.

Appears in 1 contract

Samples: Credit Agreement (FTE Networks, Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) On and after the Amendment No. 10 4 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to “Term Loans” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans and (iii) each Refinancing Term Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. Each of the Lenders party hereto hereby acknowledge that the Borrower hereby provides notice under Section 3.07 of the replacement of Non-Consenting Term Lenders, on the terms set forth herein, and all notice requirements in Section 3.07 of the Credit Agreement with respect to such replacement of Non-Consenting Term Lenders have been satisfied. (b) The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Series B-2 Term Loans (including the Amended Series B-2 Term Loans) made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (d) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Series B-2 Term Loans (including the Amended Series B-2 Term Loans) made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Series B-2 Term Loans (including the Amended Series B-2 Term Loans) made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Hilton Worldwide Holdings Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) This Amendment shall become effective as of the date hereof, provided the Administrative Agent shall have received counterparts of this Amendment executed by each Loan Party, each Amendment No. 2 Refinancing Revolving Credit Lender, each Swing Line Lender, each L/C Issuer and the Administrative Agent or, as to any of the Lenders, written evidence reasonably satisfactory to the Administrative Agent that such Lender has executed this Amendment. (b) On and after the Amendment No. 10 2 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (ii) each reference to “Term LoansRevolving Credit Commitments” in the Credit Agreement shall be deemed to include a reference to the Refinancing Term Loans Other Revolving Credit Commitments made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans hereunder and (iii) each Amendment No. 2 Refinancing Term Revolver Credit Lender (or its successors and assigns, as applicable) and the Incremental Term Lender shall be a “Term Revolving Credit Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (bc) The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans Other Revolving Credit Commitments made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case as amended by this Amendment. (cd) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (de) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans Other Revolving Credit Commitments made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans Other Revolving Credit Commitments made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Hilton Worldwide Holdings Inc.)

Reference to and Effect on the Credit Agreement and the Loan Documents. (a) This Fourteenth Amendment shall constitute an Incremental Amendment and a Loan Document under the Credit Agreement. (b) On and after the Fourteenth Amendment No. 10 Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, ,” “hereunder”, ,” “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, Agreement shall mean and be a reference to the Credit Agreement, as amended by this Fourteenth Amendment, (ii) each reference 2024 New Term Lender shall constitute a “Lender” under (and as defined in) the Credit Agreement after giving effect to this Fourteenth Amendment, (iii) the 2024 New Term Loans shall constitute Closing Date Term Loans” in under (and as defined in) the Credit Agreement shall be deemed after giving effect to include a reference to the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans this Fourteenth Amendment and (iiiv) each Refinancing Term Lender the Fourteenth Amendment Effective Date shall constitute the “Amendment No. 14 Effective Date” under (or its successors and assigns, as applicabledefined in) and the Incremental Term Lender shall be a “Term Lender” for the purposes of the Credit Agreement. This Amendment constitutes a “Refinancing Amendment”, an “Incremental Amendment” and a “Loan Document” under and for all purposes of the Loan Documents. (bc) The Credit AgreementAgreement and each of the other Loan Documents, as specifically amended by this Fourteenth Amendment, is are and shall continue to be in full force and effect and is are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) of the Loan Parties under the Loan Documents, in each case case, as amended by this Fourteenth Amendment. (cd) The execution, delivery and effectiveness of this Fourteenth Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. (de) Each Loan Party hereby (i) ratifies and reaffirms all of its payment and performance obligationsThis Fourteenth Amendment may not be amended, contingent modified or otherwise, under waived except pursuant to a writing signed by each of the Loan Documents to which it is a party, (ii) ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including, without limitation, the grant of security made by such Loan Party pursuant to the Security Agreement) and confirms that such liens and security interests continue to secure the Obligations under the Loan Documents (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans), subject to the terms thereof and (iii) in the case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations (including, for the avoidance of doubt, all Obligations in respect of the Refinancing Term Loans made available hereunder, including the Series B-3 Term Loans, the Series B-4 Term Loans and the Incremental Series B-4 Term Loans) pursuant to the Guarantyparties hereto.

Appears in 1 contract

Samples: Credit Agreement (Life Time Group Holdings, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!