Special Provision Relating to this Amendment and Restatement Sample Clauses

Special Provision Relating to this Amendment and Restatement. (a) This Amended and Restated Credit Agreement shall be effective upon receipt by the Agent of the following items which shall be in form and substance satisfactory to the Agent: (i) counterparts of this Agreement duly executed by the Borrower and TLGI; (ii) counterparts of the Confirmation of Guaranties duly executed by each of TLGI and LGII in favor of the Agent; (iii) counterparts of the Collateral Trust Agreement, duly executed by each party thereto, together with duly executed counterparts of each document, certificate, instrument or opinion required to be delivered in connection therewith or with the delivery of collateral thereunder, which in the case of any opinions or certificates shall include the Agent and the Banks as additional addressees (or shall otherwise satisfactorily provide that the Agent and the Banks shall be entitled to rely on such certificates or opinions). (iv) an opinion of counsel to the Borrower and the Guarantors as to the due execution and enforceability of this Agreement and the Confirmation of Guaranties; (v) a certificate of the Borrower, TLGI and each other Guarantor as to the due authorization, execution and delivery of this Amended and Restated Agreement and the truth of the representation and warranties hereunder; (vi) evidence that any and all guaranties and other contingent obligations of Xxxxxx Financial and Neweol with respect to all Indebtedness of TLGI, LGII and each other Subsidiary arising under the Note Agreements, the Existing Credit Agreements and any other obligations of TLGI and LGII have been fully released and terminated; (vii) payment of all amounts due to the Agent and/or the Banks pursuant to those certain letters of agreement dated May 14, 1996 from the Bank to the Borrower and TLGI; (viii) evidence of the execution, delivery and effectiveness of the Bank of Montreal Credit Agreement; and (ix) such other documents as the Agent or the Banks shall request. (b) This Amended and Restated Credit Agreement may be executed in any number of counterparts, all of which shall be deemed to constitute but one original and shall be binding upon all parties, their successors and permitted assigns. (c) References to the Original Agreement contained in any Loan Document shall be deemed to be a reference to such agreement as amended and restated hereby. (d) The following Schedules and Exhibits to the Original Agreement are being added or replaced by this Amendment and Restatement: Schedule 1 Schedule 2 Schedule 3 Sche...
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Special Provision Relating to this Amendment and Restatement. (a) This Agreement shall be effective upon receipt by the Agent of the following items which shall be in form and substance satisfactory to the Agent: (i) counterparts of this Agreement duly executed by the Borrower, AmSouth Bank and BankBoston; (ii) receipt by NationsCredit of a duly executed Amended and Restated $35,000,000 Revolving Credit Note for its account, in the form provided for herein; (iii) receipt by AmSouth Bank of a duly executed Amended and Restated $15,000,000 Revolving Credit Note for its account, in the form provided for herein; (iv) receipt by BankBoston of a duly executed $20,000,000 Revolving Credit Note for its account, in the form provided for herein; (v) counterparts of the Agreement Regarding Security Documents duly executed by each Subsidiary in favor of the Agent; (vi) counterparts of the Agreement Regarding Professional Service Provider Security Agreements duly executed by each physician or physician practice group party to a Service Agreement; (vii) an opinion of counsel to the Company and the Subsidiaries as to the due execution and enforceability of this Agreement, the Notes and the Agreement Regarding Security documents; (viii) a certificate of the Company and each Subsidiary as to the due authorization, execution and delivery of this Second Amended and Restated Agreement, the Financing Documents executed in connection therewith, the truth of the representation and warranties hereunder and the fact that immediately before and after the effectiveness of this Second Amended and Restated Agreement, no Default shall have occurred and be continuing;
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Special Provision Relating to this Amendment and Restatement. (a) This Agreement shall amend and restate and replace that certain Credit Agreement, dated as of July 15, 1997, among the Company, the Lenders signatories thereto and the Agent, as amended by First Amendment to Credit Agreement, dated as of April 20, 1998, among the Company, the Lenders signatories thereto and the Agent (the "PRIOR CREDIT AGREEMENT"). This Agreement is not intended nor shall it be construed to be a novation or an accord and satisfaction of the Obligations or any other indebtedness, liabilities or obligations of the Company or its Subsidiaries under this Agreement or the other Financing Documents. References to the Prior Credit Agreement contained in any Financing Document shall be deemed to be a reference to such agreement as amended and restated hereby. (b) The Company hereby acknowledges and agrees that the Company Security Agreement and the Company Pledge Agreement are and shall remain in full force and effect, and hereby ratifies, confirms and approves the Company Security Agreement and the Company Pledge Agreement and all of the terms and provisions thereof, and agrees that each of the Company Security Agreement and the Company Pledge Agreement constitutes the valid and binding obligation of the Company, enforceable by the Agent and the Lenders in accordance with its terms.
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Related to Special Provision Relating to this Amendment and Restatement

  • Amendments Relating to the Limited Guaranty Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of this Agreement which is related or incidental to the matters described in this Article XII may be amended in any manner; in each case by written instrument executed or consented to by the Company and Residential Funding but without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the interests of, the Master Servicer or the Trustee, as applicable; provided that the Company shall also obtain a letter from each nationally recognized credit rating agency that rated the Class B Certificates at the request of the Company to the effect that such amendment, reduction, deletion or cancellation will not lower the rating on the Class B Certificates below the lesser of (a) the then-current rating assigned to the Class B Certificates by such rating agency and (b) the original rating assigned to the Class B Certificates by such rating agency, unless (A) the Holder of 100% of the Class B Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further that the Company obtains (subject to the provisions of Section 10.01(f) as if the Company was substituted for the Master Servicer solely for the purposes of such provision), in the case of a material amendment or supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of Independent counsel) to the effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such amendment complies with this Section 12.02. EXHIBIT L [FORM OF LIMITED GUARANTY] LIMITED GUARANTY RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. Mortgage Pass-Through Certificates Series ________ ___________, 20____ [Trustee] Attention: Residential Funding Corporation Series ________ Ladies and Gentlemen:

  • Amendment and Restatement; No Novation (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.

  • Amendments to this Agreement This Agreement may only be amended by the parties in writing.

  • Amendment of Agreement This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

  • Construction of this Amendment; Participation Agreement (a) This Amendment shall be interpreted to be consistent with, and to facilitate compliance with and reliance on, Rule 30e-3 under the 1940 Act and Rule 498A (including paragraph (j) thereof) under the 1933 Act and any interpretations of those Rules by the Securities and Exchange Commission, its staff, courts, or other appropriate legal authorities. (b) To the extent the terms of this Amendment conflict with the terms of the Participation Agreement, the terms of this Amendment shall control; otherwise, and except as otherwise specifically set forth in this Amendment, the terms of the Participation Agreement shall continue to apply, and shall apply to the duties, responsibilities, rights and obligations of the Parties under and pursuant to this Amendment.

  • Modifications to this Agreement This Agreement constitutes the entire understanding of the parties on the subjects covered. Employee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

  • Amendment and Restatement of Prior Agreement The Prior Agreement is hereby amended and restated in its entirety as set forth herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain of the Prior Investors who are party hereto, pursuant to Section 5.5 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

  • Amendment to this Agreement No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

  • Amendments to this Subadvisory Agreement This Subadvisory Agreement may be amended by mutual agreement in writing, subject to approval by the Board of Trustees of the Trust and the Fund’s shareholders to the extent required by the Act.

  • Conditions Precedent to the Effectiveness of this Amendment This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied or waived (the “Amendment No. 1 Effective Date”) by the Administrative Agent:

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