Acknowledgement and Ratification. Each of the Borrower Parties hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to the modifications effected pursuant to this Amendment. The Borrower and each Borrower Party hereby confirms that each Loan Document, as amended hereby, to which it is a party or otherwise bound and all collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, as amended hereby, the payment and performance of all Obligations, and confirms its grants to the Collateral Agent of a continuing lien on and security interest in and to all collateral as collateral security for the prompt payment and performance in full when due of the Obligations. The Borrower and each Borrower Party hereby agrees and admits that as of the date hereof it has no defenses to or offsets against any of its obligations to the Administrative Agent or any Lender under the Loan Documents. Each Borrower Party (other than the Borrower), in its capacity as a Guarantor Party, hereby ratifies and confirms its guaranty of the Guaranteed Obligations as set forth in Article 7 of the Credit Agreement, as amended hereby.
Acknowledgement and Ratification. Each of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to the modifications effected pursuant to this Amendment. Each of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto hereby ratifies and confirms its obligations under this Amendment and each other Loan Document to which it is a party or under which it has obligations (including by assumption of obligations thereunder pursuant to this Amendment), and, in the case of Grandparent Holdco, Parent Holdco, the Borrower, CA Subsidiary Holdco and Irish Subsidiary Holdco, confirms its grants to the Collateral Agent of a continuing lien on and security interest in all of its right, title and interest in and to all Collateral as and to the extent provided under the Loan Documents as collateral security for the prompt payment and performance in full when due of the Obligations. Without limiting the foregoing, the Borrower Parties, ILFC, the Financing Trust and the Acceding Obligors hereby acknowledge and confirm that each transfer of Ownership of a Pool Aircraft contemplated to be performed in connection with the transactions contemplated under the Transfer Agreements shall be performed in compliance with Section 2.10 of the Credit Agreement and the other provisions of the Loan Documents, it being acknowledged and agreed that no transfer of legal title to any Pool Aircraft is contemplated by the declarations of trust and that the instrument to be delivered (in connection with the transfer of Ownership by way of the declaration of trust) by each relevant Grantor for the purposes of Section 2.10 of the Credit Agreement and Section 2.15 of the Security Agreement shall be the Collateral Supplement.
Acknowledgement and Ratification. As necessary to ensure that this Agreement survives termination or expiration of the Master Lease, during the Term, by executing this Agreement, Landowner hereby acknowledges and ratifies the terms and conditions of this Agreement. Upon termination or expiration of the Master Lease, all of DBR’s rights and obligations under this Agreement shall automatically, ipso facto revert to Landowner, as successor in interest to DBR, and Landowner shall provide written notice to the other Parties of such reversion.
Acknowledgement and Ratification. Each DevCo hereby (a) acknowledges the terms of this Agreement; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document (including each DevCo Guaranty) to which it is a party and agrees that each Loan Document (including each DevCo Guaranty) to which it is a party remains in full force and effect and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Agreement: (i) all of the representations and warranties contained in each Loan Document (including each DevCo Guaranty) to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Acknowledgement and Ratification. As necessary to ensure that this Agreement survives termination or expiration of the Master Lease, dated effective October 15, 2021, between the Company and Landowner (the “Master Lease”) during the Term, Landowner hereby (a) grants an interest in the North Ranch sufficient to provide Operator with the rights granted hereunder to the North Ranch for the Term of this Agreement, subject to the terms and conditions of this Agreement, and (b) acknowledges and ratifies the terms and conditions of this Agreement. Upon termination or expiration of the Master Lease, all of the Company’s rights and obligations under this Agreement shall automatically, ipso facto revert to Landowner, as successor in interest to the Company, and Landowner shall provide written notice to Operator of such reversion.
Acknowledgement and Ratification. The Borrower hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to the modifications effected pursuant to this Amendment. The Borrower hereby confirms that at all times Credit Obligations remain outstanding under the Loan Documents and each Loan Document, as amended hereby, to which it is a party or otherwise bound and all collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent provided in accordance with the Loan Documents, as amended hereby, the payment and performance of all Credit Obligations, and confirms its grants to the Collateral Agent of a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the Credit Obligations. The Borrower hereby agrees and admits that as of the date hereof it has no defenses to or offsets against any of its obligations to the Administrative Agent or any Lender under the Loan Documents.
Acknowledgement and Ratification. As a material inducement to Administrative Agent and the Lenders to execute and deliver this Amendment, Borrower and each Guarantor (i) consent to the agreements in this Amendment and (ii) agree and acknowledge that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the respective obligations of Borrower or Guarantors under their respective Collateral Documents, which Collateral Documents and shall remain in full force and effect, and all liens, guaranties and rights thereunder are hereby ratified and confirmed.
Acknowledgement and Ratification. The parties hereto acknowledge that the Term Loan Credit Agreement is being amended contemporaneously with this Amendment, and ratify the terms of the Term Loan Credit Agreement, as amended as of the date hereof. The Intercreditor Agreement, as amended as of the date hereof, is hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.
Acknowledgement and Ratification. The Borrower and each other Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to the modifications effected pursuant to this
Acknowledgement and Ratification. The parties hereto acknowledge that the Revolving Credit Agreement is being amended contemporaneously with this Amendment, and ratify the terms of the Revolving Credit Agreement, as amended as of the date hereof. The Intercreditor Agreement, as amended as of the date hereof, is hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.
