Common use of Acknowledgement of Receipt Clause in Contracts

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Agent under the Collateral Agency Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation. U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT 1 TO ADDITIONAL SECURED DEBT DESIGNATION REAFFIRMATION AGREEMENT Reference is made to the Collateral Agency Agreement dated as of April 25, 2019 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Agency Agreement”) among Gogo Inc., a Delaware corporation (the “Parent”), Gogo Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), Gogo Finance Co. Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Trustee under the Indenture (as defined therein) and U.S. Bank National Association, as Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Agency Agreement. This Reaffirmation Agreement is being executed and delivered as of May 7, 2019 in connection with an Additional Secured Debt Designation of even date herewith which Additional Secured Debt Designation has designated additional secured debt as Priority Lien Debt (as described therein) entitled to the benefit of the Collateral Agency Agreement. Each of the undersigned hereby consents to the designation of additional secured debt as Priority Lien Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Priority Lien Documents to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each Priority Lien Document to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Priority Lien Documents.

Appears in 2 contracts

Samples: Collateral Agency Agreement (Gogo Inc.), Collateral Agency Agreement

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Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Agent under the Collateral Agency Intercreditor Agreement, hereby acknowledges receipt of an executed copy of this Additional Refinancing Secured Debt Designation. U.S. BANK WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent ASSOCIATION By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT 1 TO ADDITIONAL SECURED DEBT DESIGNATION [FORM OF] REAFFIRMATION AGREEMENT Reference is made to the Collateral Agency Intercreditor Agreement dated as of April 25August 18, 2019 2014 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Agency Intercreditor Agreement”) among Gogo Inc., a Delaware corporation Alion Science and Technology Corporation (the “Parent”), Gogo Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), Gogo Finance Co. Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “IssuersBorrower”), the other Grantors from time to time party thereto, U.S. Bank Xxxxx Fargo Bank, National Association, as Revolving Agent under the Revolving Credit Agreement (as defined therein), Xxxxxxx Xxxxx Lending Partners LLC, as First Lien Administrative Agent under the First Lien Credit Agreement (as defined therein), Wilmington Trust, National Association, as Second Lien Administrative Agent under the Second Lien Credit Agreement (as defined therein), Wilmington Trust, National Association, as Trustee under the Indenture (as defined therein) ), and U.S. Bank Wilmington Trust, National Association, as Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Agency Intercreditor Agreement. This Reaffirmation Agreement is being executed and delivered as of May 7, 2019 20 in connection with an Additional a Refinancing Secured Debt Designation of even date herewith which Additional Refinancing Secured Debt Designation has designated additional secured debt that refinances in whole the First Lien Credit Agreement, the Revolving Credit Agreement, the Second Lien Credit Agreement or the Notes, as Priority applicable, as either First Lien Debt, Second Lien Debt (or Third Lien Debt, as described therein) applicable, entitled to the benefit of the Collateral Agency Intercreditor Agreement. Each of the undersigned hereby consents to the designation of additional secured refinancing debt as Priority [First/Second/Third] Lien Debt as set forth in the Additional Refinancing Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Priority [First/Second/Third] Lien Documents to which it is party, and agrees that, notwithstanding the designation of such additional refinancing indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each Priority [First/Second/Third] Lien Document to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Priority [First/Second/Third] Lien Documents.

Appears in 1 contract

Samples: Intercreditor Agreement (Alion Science & Technology Corp)

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Agent under the Collateral Agency Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation. U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT Exhibit 1 TO ADDITIONAL SECURED DEBT DESIGNATION REAFFIRMATION AGREEMENT Reference is made to the Collateral Agency Agreement dated as of April 25June 14, 2019 2016 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Agency Agreement”) among Gogo Inc., a Delaware corporation (the “Parent”), Gogo Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), Gogo Finance Co. Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Trustee under the Indenture (as defined therein) and U.S. Bank National Association, as Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Agency Agreement. This Reaffirmation Agreement is being executed and delivered as of May 7January 3, 2019 2017 in connection with an Additional Secured Debt Designation of even date herewith which Additional Secured Debt Designation has designated additional secured debt as either Priority Lien Debt or Junior Lien Debt (as described therein) entitled to the benefit of the Collateral Agency Agreement. Each of the undersigned hereby consents to the designation of additional secured debt as Priority Lien Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Priority Lien Documents to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each Priority Lien Document to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Priority Lien Documents.

Appears in 1 contract

Samples: Collateral Agency Agreement (Gogo Inc.)

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Agent Trustee under the Collateral Agency Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation. U.S. BANK WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent Trustee By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT 1 TO ADDITIONAL SECURED DEBT DESIGNATION [FORM OF] REAFFIRMATION AGREEMENT Reference is made to the Collateral Agency Agreement Trust Agreement, dated as of April 25August 17, 2019 2020 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Agency Trust Agreement”) ), among Gogo Triumph Group, Inc., a Delaware corporation (the “Parent”), Gogo Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), Gogo Finance Co. Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Trustee under the Indenture (as defined therein) and U.S. Bank Trustee, Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral AgentTrustee”) and the other Secured Debt Representatives from time to time party thereto. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Agency Trust Agreement. This Reaffirmation Agreement is being executed and delivered as of May 7, 2019 the date first written above in connection with an Additional Secured Debt Designation of even date herewith (the “Current Additional Secured Debt Designation”) by the Company and acknowledged by the Collateral Trustee, which Current Additional Secured Debt Designation has designated additional secured debt as Priority Lien Secured Debt (as described therein) entitled to the benefit of the Collateral Agency Trust Agreement. Each of the undersigned hereby consents to the designation of additional secured debt the Additional Secured Debt (as Priority Lien defined in the Current Additional Secured Debt Designation) as Secured Debt as set forth in the Current Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, charges, assignments, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Priority Lien Documents Security Document and each Secured Debt Document, in each case, to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, charges, assignments, grants of security interests and other obligations, and the terms of each Priority Lien Security Document and each Secured Debt Document, in each case, to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Priority Security Document or Secured Debt Document, as the case may be. In furtherance thereof, each of the undersigned hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in all of its right, title and interest in the Collateral to secure the prompt and complete payment and performance of the Secured Obligations, including, in any event, the Additional Secured Debt (as defined in the Current Additional Secured Debt Designation). Each Grantor hereby authorizes (but does not obligate) the Collateral Trustee to file, and if requested will execute and deliver to the Collateral Trustee, all financing statements describing the Collateral owned by such Grantor and other documents and take such other actions as may from time to time be required or reasonably be requested by the Collateral Trustee (in all cases in accordance with and to the extent required by the Collateral Trust Agreement and the applicable Security Documents) in order to maintain a perfected security interest in and, if applicable control of, the Collateral owned by such Grantor, subject to Liens permitted under all of the Secured Debt Documents. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Collateral Trustee herein, including, without limitation, describing such property as “all assets of the Debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof” or using words of similar import. Each Grantor will, at its own expense, take any and all actions necessary to defend title to any material portion of the Collateral owned by such Grantor against all persons and to defend the security interest of the Collateral Trustee in such Collateral and the priority thereof against any Lien Documentsnot expressly permitted hereunder.

Appears in 1 contract

Samples: Collateral Trust Agreement (Triumph Group Inc)

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Agent Trustee under the Collateral Agency Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation. U.S. BANK NATIONAL ASSOCIATIONWilmington Savings Fund Society, FSB, as Collateral Agent Trustee By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT 1 TO ADDITIONAL SECURED DEBT DESIGNATION [FORM OF] REAFFIRMATION AGREEMENT Reference is made to the Collateral Agency Agreement Trust Agreement, dated as of April 2519, 2019 2023 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Agency Trust Agreement”) ), among Gogo Inc., a Delaware corporation Valaris Limited (the “Parent”), Gogo Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), Gogo Finance Co. Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “IssuersBorrower”), the other Grantors from time to time party thereto, U.S. Bank National AssociationCitibank, N.A., as Administrative Agent under the Credit Agreement, Wilmington Savings Fund Society, FSB, as Trustee under the Indenture (as defined therein) Indenture, and U.S. Bank National AssociationWilmington Savings Fund Society, FSB, as Collateral AgentTrustee. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Agency Trust Agreement. This Reaffirmation Agreement is being executed and delivered as of May 7____, 2019 20__ in connection with an Additional Secured Debt Designation of even date herewith herewith, which Additional Secured Debt Designation has designated additional secured debt as Priority [First/Junior] Lien Debt (as described therein) entitled to the benefit of the Collateral Agency Trust Agreement. Each of the undersigned hereby consents to the designation of additional secured debt as Priority [First/Junior] Lien Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Priority [First/Junior] Lien Documents to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each Priority [First/Junior] Lien Document to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Priority [First/Junior] Lien Documents. Sections 7.18, 7.19, 7.20, 7.21 and 7.25 of the Collateral Trust Agreement will apply with like effect to this Reaffirmation Agreement.

Appears in 1 contract

Samples: Collateral Trust Agreement (Valaris LTD)

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Agent Trustee under the Collateral Agency Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation. U.S. BANK NATIONAL ASSOCIATION, as [insert name of Collateral Agent Trustee] By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT 1 TO ADDITIONAL SECURED DEBT DESIGNATION [FORM OF] REAFFIRMATION AGREEMENT Reference is made to the Collateral Agency Trust Agreement dated as of April 25December 23, 2019 2009 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Agency Trust Agreement”) among Gogo Inc.GXS Worldwide, a Delaware corporation Inc. (the Parent”), Gogo Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), Gogo Finance Co. Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “IssuersGXS”), the other Grantors from time to time party thereto, Xxxxx Fargo Foothill, Inc., as Administrative Agent under the Revolving Credit Agreement (as defined therein), U.S. Bank National Association, as Trustee under the Indenture (as defined therein) and U.S. Bank National AssociationWilmington Trust FSB, as Collateral AgentTrustee. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them meaning set forth in the Collateral Agency Trust Agreement. This Reaffirmation Agreement is being executed and delivered as of May 7____, 2019 20__ in connection with an Additional Secured Debt Designation of even date herewith which Additional Secured Debt Designation has designated additional secured debt as either Priority Lien Debt or Junior Lien Debt (as described therein) entitled to the benefit of the Collateral Agency Trust Agreement. Each of the undersigned hereby consents to the designation of additional secured debt as Priority [Priority/Junior] Lien Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Priority [Priority/Junior] Lien Documents to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each Priority [Priority/Junior] Lien Document to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Priority [Priority/Junior] Lien Documents.

Appears in 1 contract

Samples: Collateral Trust Agreement (GXS Investments, Inc.)

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Agent Trustee under the Collateral Agency Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation. U.S. BANK NATIONAL ASSOCIATIONANKURA TRUST COMPANY, LLC, as Collateral Agent Trustee By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT 1 TO ADDITIONAL SECURED DEBT DESIGNATION [FORM OF] REAFFIRMATION AGREEMENT Reference is made to the Second Lien Collateral Agency Agreement Trust Agreement, dated as of April 25August 19, 2019 2022 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Agency Trust Agreement”) among Gogo Inc., a Delaware corporation (the “Parent”), Gogo Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), Gogo Finance Co. Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Trustee under the Indenture (as defined therein) and U.S. Bank National Association, as Collateral Agent. Capitalized ; capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Agency Trust Agreement), among The GEO Group, Inc., a Delaware corporation (the “Issuer”), the other Grantors from time to time party thereto, Ankura Trust Company, LLC, as Indenture Trustee, Ankura Trust Company, LLC, as Private Exchange Notes Indenture Trustee and Ankura Trust Company, LLC, as second lien collateral trustee (in such capacity, the “Collateral Trustee”). This Reaffirmation Agreement is being executed and delivered as of May 7, 2019 the date first written above in connection with an Additional Secured Debt Designation of even date herewith (the “Additional Secured Debt Designation”) by the Issuer and acknowledged by the Collateral Trustee, which Additional Secured Debt Designation has designated additional secured debt as Priority Lien Additional Secured Debt (as described defined therein) issued under the [agreement governing the Additional Secured Debt] as Secured Debt entitled to the benefit of the Collateral Agency Trust Agreement. Each of the undersigned hereby consents to the designation of additional secured debt as Priority Lien Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Priority Lien Documents to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each Priority Lien Document to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Priority Lien Documents.

Appears in 1 contract

Samples: Collateral Trust Agreement (Geo Group Inc)

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Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Agent Trustee under the Collateral Agency Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation. U.S. BANK NATIONAL ASSOCIATION, as [insert name of Collateral Agent By: /s/ Xxxxx Xxxxxx Trustee] By Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT 1 TO ADDITIONAL SECURED DEBT DESIGNATION [FORM OF] REAFFIRMATION AGREEMENT Reference is made to the Collateral Agency Trust Agreement dated as of April 25July ___, 2019 2012 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Agency Trust Agreement”) among Gogo Inc.Xxxxxxx Xxxxxx Holdings Corp., a Delaware corporation (f/k/a/ Xxxxxx American Corp.) (the “Parent”), Gogo Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), Gogo Finance Co. Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “IssuersBorrower”), the other Grantors Guarantors from time to time party thereto, U.S. Bank Credit Suisse (AG), Cayman Islands Branch, as Credit Agreement Collateral Agent (as defined in the Collateral Trust Agreement), Xxxxx Fargo Bank, National Association, as Trustee under the Indenture (as defined therein) and U.S. Bank Xxxxx Fargo Bank, National Association, as Collateral AgentTrustee. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Agency Trust Agreement. This Reaffirmation Agreement is being executed and delivered as of May 7____, 2019 20__ in connection with an Additional Secured Debt Designation of even date herewith which Additional Secured Debt Designation has designated additional secured debt as Priority either Parity Lien Debt or Junior Lien Debt (as described therein) entitled to the benefit of the Collateral Agency Trust Agreement. Each of the undersigned hereby consents to the designation of additional secured debt as Priority [Parity/Junior] Lien Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Priority [Parity/Junior] Lien Documents to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each Priority [Parity/Junior] Lien Document to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Priority [Parity/Junior] Lien Documents.

Appears in 1 contract

Samples: Collateral Trust Agreement (Harland Clarke Holdings Corp)

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Agent under the Collateral Agency Intercreditor Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Obligation Designation. U.S. BANK WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President [EXHIBIT 1 TO E to Intercreditor Agreement] [FORM OF] INTERCREDITOR JOINDER — ADDITIONAL SECURED OBLIGATIONS OTHER THAN FUNDED DEBT DESIGNATION REAFFIRMATION AGREEMENT Reference is made to the Collateral Agency Intercreditor Agreement dated as of April 25[ ], 2019 2014 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Agency Intercreditor Agreement”) among Gogo Inc., a Delaware corporation Alion Science and Technology Corporation (the “Parent”), Gogo Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), Gogo Finance Co. Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “IssuersBorrower”), the other Grantors from time to time party thereto, U.S. Bank Xxxxx Fargo Bank, National Association, as Revolving Agent under the Revolving Credit Agreement (as defined therein), [Xxxxx Fargo Bank, National Association], as First Lien Administrative Agent under the First Lien Credit Agreement (as defined therein), [insert name of Second Lien Administrative Agent], as Second Lien Administrative Agent under the Second Lien Credit Agreement (as defined therein), Wilmington Trust, National Association, as Trustee under the Indenture (as defined therein) and U.S. Bank Wilmington Trust, National Association, as Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Agency Intercreditor Agreement. This Reaffirmation Agreement Intercreditor Joinder is being executed and delivered pursuant to Section 3.9 of the Intercreditor Agreement as of May 7, 2019 in connection with an Additional Secured Debt Designation of even date herewith a condition precedent to the debt for which Additional Secured Debt Designation has designated additional secured debt the undersigned is acting as Priority Lien Debt (as described therein) agent being entitled to the benefit benefits of being First Lien Obligations (or, after the Collateral Agency Agreement. Each Discharge of the undersigned hereby consents to the designation of additional secured debt as Priority First Lien Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, grants of security interests and other obligationsObligations, as applicable, Second Lien Obligations) under and subject to the terms of each of the Priority Lien Documents to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each Priority Lien Document to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Priority Lien DocumentsIntercreditor Agreement.

Appears in 1 contract

Samples: Intercreditor Agreement (Washington Consulting, Inc.)

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Agent under the Collateral Agency Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation. U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President EXHIBIT Exhibit 1 TO ADDITIONAL SECURED DEBT DESIGNATION Reaffirmation Agreement [See attached] REAFFIRMATION AGREEMENT Reference is made to the Collateral Agency Agreement Agreement, dated as of April 25June 14, 2019 2016 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Agency Agreement”) among Gogo Inc., a Delaware corporation (the “Parent”), Gogo Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), Gogo Finance Co. Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the other Grantors from time to time party thereto, U.S. Bank National Association, as Trustee under the Indenture (as defined therein) and U.S. Bank National Association, as Collateral Agent. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Agency Agreement. This Reaffirmation Agreement is being executed and delivered as of May 7September 25, 2019 2017 in connection with an Additional Secured Debt Designation of even date herewith which Additional Secured Debt Designation has designated additional secured debt as either Priority Lien Debt or Junior Lien Debt (as described therein) entitled to the benefit of the Collateral Agency Agreement. Each of the undersigned hereby consents to the designation of additional secured debt as Priority Lien Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Priority Lien Documents to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and other obligations, and the terms of each Priority Lien Document to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Priority Lien Documents.

Appears in 1 contract

Samples: Collateral Agency Agreement (Gogo Inc.)

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