ACKNOWLEDGMENT AND AGREEMENT OF OTHER GUARANTORS. By executing the acknowledgment to this Guaranty each of the other Group Guarantors agrees to be fully bound by the terms of SECTION 5 hereof.

ACKNOWLEDGMENT AND AGREEMENT OF OTHER GUARANTORS. By executing the acknowledgment to this guaranty each of the other Group Guarantors agrees to be fully bound by the terms of SECTION 4 hereof. [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES TO FOLLOW.] INGRXX XXXRO INC., a corporation organized and existing under the laws of the Province of Ontario, Canada By -------------------------------------- Michxxx X. Xxxxxxxx, Authorized Representative ACKNOWLEDGED AND AGREED TO THE TERMS OF SECTION 4: INGRXX XXXRO SINGAPORE PTE LTD., INGRXX XXXRO INC., a corporation a corporation organized and organized and existing under the laws of existing under the laws the State of Delaware, United States of of Singapore America By By ------------------------------ ------------------------------------- Michxxx X. Xxxxxxxx Xxxorney Michxxx X. Xxxxxxxx, Xxecutive Vice President, & Worldwide Chief Financial Officer INGRAM EUROPEAN COORDINATION CENTER, N.V., a company organized and existing under the laws of The Kingdom of Belgium By ----------------------------------------------- Michxxx X. Xxxxxxxx, Xxthorized Representative MICRO SINGAPORE GUARANTY Pursuant to THIS GUARANTY (this "GUARANTY"), dated as of October 28, 1997, INGRXX XXXRO SINGAPORE PTE LTD., a company organized and existing under the laws of Singapore (the "GUARANTOR"), hereby unconditionally, absolutely and irrevocably guarantees as primary obligor and not as a surety merely, to each Lender Party (as defined below), without offset or deduction, (a) the full and punctual payment when due of all amounts payable by Ingrxx Xxxro Inc., a corporation organized and existing under the laws of State of Delaware, United States of America ("MICRO"), Ingrxx Xxxro Inc., a company established under the laws of Ontario, Canada ("MICRO CANADA"), and Ingram European Coordination Center, N.V., a company organized and existing under the laws of The Kingdom of Belgium ("COORDINATION CENTER") (the "COVERED BORROWERS"), under or in connection with the European Credit Agreement, (together with all amendments and other modifications, if any, from time to time made thereto, the "CREDIT AGREEMENT"; unless otherwise defined herein all capitalized terms used herein without definition have the meanings provided for in the Credit Agreement) dated as of October 28, 1997, among Micro and Coordination Center as the Primary Borrowers, certain financial institutions (together with their respective successors and permitted assigns and any branch or affiliate of a financial institution fund...

ACKNOWLEDGMENT AND AGREEMENT OF OTHER GUARANTORS. By executing the acknowledgment to this Guaranty each of the other Group Guarantors agrees to be fully bound by the terms of Section 5.

ACKNOWLEDGMENT AND AGREEMENT OF OTHER GUARANTORS. By executing the acknowledgment to this Guaranty each of the other Group Guarantors agrees to be fully bound by the terms of SECTION 5 hereof. [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES TO FOLLOW.] [NAME OF ADDITIONAL GUARANTOR] [ADDRESS FOR NOTICES] By -------------------------------------- Name: -------------------------------- Title: ------------------------------- ACKNOWLEDGED AND AGREED TO THE TERMS OF SECTION 5: INGRXX XXXRO INC., a corporation INGRXX XXXRO SINGAPORE PTE LTD., a organized and existing under corporation organized and existing the laws of the State of under the laws of Singapore Delaware, United States of America By By ---------------------------------- -------------------------------------- Name: Name: ----------------------------- ---------------------------------- Title: Title: ---------------------------- --------------------------------- INGRAM EUROPEAN COORDINATION INGRXX XXXRO INC., a corporation CENTER N.V., a company organized organized and existing under the laws and existing under the laws of the Province of Ontario, Canada of The Kingdom of Belgium By By ---------------------------------- -------------------------------------- Name: Name: ----------------------------- ---------------------------------- Title: Title: ---------------------------- --------------------------------- [INSERT BLOCKS FOR ANY ADDITIONAL GUARANTORS.] LENDER ASSIGNMENT AGREEMENT ______________________________, 19_____ Ingrxx Xxxro Inc. The Bank of Nova Scotia, 1600 X. Xx. Xxxxxx Xxxxx as Administrative Agent Santx Xxx, XX 00000 Scotia House 33 Fxxxxxxx Xxxxxx Xxxention: Treasurer Londxx, Xxxxxxx XX0X 0XX Attn: ____________________ We refer to the European Credit Agreement (together with all amendments and other modifications, if any, from time to time made to it the "CREDIT AGREEMENT") dated as of October 28, 1997, among Ingrxx Xxxro Inc. (a corporation organized and existing under the laws of the State of Delaware, United States) and Ingram European Coordination Center, N.A. (a company organized and existing under the laws of The Kingdom of Belgium), as the Primary Borrowers, certain Lenders, The Bank of Nova Scotia, as the Administrative Agent (in that capacity, the "ADMINISTRATIVE AGENT") for the Lenders, NationsBank of Texas, N.A., as the Documentation Agent for the Lenders, and certain arrangers, and executed by Ingrxx Xxxro Inc. (a corporation organized and existing under the laws of the Province of Ontario, Canada) and Ingrxx Xxxro...

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Acknowledgment and Agreement By execution below, the Seller expressly acknowledges and consents to the pledge, assignment and Grant of a security interest in the Receivables, the other Transferred Assets and the Issuer’s rights under this Agreement by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Seller hereby acknowledges and agrees that for so long as the Notes are outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Issuer under this Agreement in the event that the Issuer shall fail to exercise the same.
Acknowledgment of Guarantors The Guarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under the Credit Documents.
Acknowledgment of Obligations I acknowledge that my obligations under this Agreement are in addition to, and do not limit, any and all obligations concerning the same subject matter arising under any applicable law including, without limitation, common law duties of loyalty and common law and statutory law relating to trade secrets.
Acknowledgment and Waiver The following provisions supplement Section 14 of the Grant Agreement: The Employee acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. The Employee understands that the Company has unilaterally, gratuitously and discretionally decided to grant RSUs under the Plan to individuals who may be employees of the Company or its Subsidiaries or Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates on an ongoing basis except as provided in the Plan. Consequently, the Employee understands that the RSUs are granted on the assumption and condition that the RSUs or the Shares acquired upon vesting shall not become a part of any employment contract (either with the Company or any of its Subsidiaries or Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Employee understands that this grant would not be made to the Employee but for the assumptions and conditions referred to above; thus, the Employee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the RSUs shall be null and void. The RSUs are a conditional right to Shares and can be forfeited in the case of, or affected by, the Employee's termination of service or employment. This will be the case, for example, even if (1) the Employee is considered to be unfairly dismissed without good cause; (2) the Employee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Employee terminates employment or service due to a change of work location, duties or any other employment or contractual condition; (4) the Employee terminates employment or service due to unilateral breach of contract of the Company, the Employer, or any other Subsidiary or Affiliate; or (5) the Employee's employment or service terminates for any other reason whatsoever, except for reasons specified in the Grant Agreement. Consequently, upon termination of the Employee's employment or service for any of the reasons set forth above, the Employee may automatically lose any rights to the unvested RSUs granted to him or her as of the date of the Employee's termination of employment, as described in the Plan and the Grant Agreement.
Acknowledgments and Agreements (a) The Borrower acknowledges that on the date hereof all Obligations are payable without defense, offset, counterclaim or recoupment. (b) The Administrative Agent and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them under the Loan Documents. (c) Each of the Borrower, the Guarantors, Administrative Agent, and Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge and agree that their respective liabilities and obligations under the Credit Agreement, as amended hereby, and the Guaranty, are not impaired in any respect by this Agreement. (d) From and after the Effective Date, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this Agreement. (e) This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.
ACKNOWLEDGMENT AND CONSENT Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Reimbursement Agreement and this Amendment and consents to the amendment of the Reimbursement Agreement effected pursuant to this Amendment. Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which is a party (in each case as such terms are defined in the applicable Credit Document). Guarantor acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor is not required by the terms of the Reimbursement Agreement or any other Credit Document to consent to the amendments to the Reimbursement Agreement effected pursuant to this Amendment and (ii) nothing in the Reimbursement Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of Guarantor to any future amendments to the Reimbursement Agreement.
Acknowledgement and Agreement By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2024-1 SUBI Certificate and the 2024-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor hereby acknowledges and agrees that for so long as the Notes are Outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Transferee under this Agreement.
Consent and Agreement An original of a Consent and Agreement duly executed by such Subsidiary, pursuant to which such Subsidiary consents and agrees to become a “Credit Party” hereunder and to be bound by the terms and conditions of this Agreement and all other Loan Documents;
Consent and Reaffirmation Each Subsidiary Guarantor hereby consents to this Amendment and the transactions contemplated hereby, and each Loan Party hereby (a) agrees that, notwithstanding the effectiveness of this Amendment, the Guarantee and Collateral Agreement and each of the other Security Documents continue to be in full force and effect, (b) confirms its guarantee of the Obligations (with respect to each Subsidiary Guarantor) and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement (as amended hereby) and the other Loan Documents.
Additional Guarantors and Grantors Subject to any applicable limitations set forth in the Security Documents, the Borrower will cause each direct or indirect Domestic Subsidiary (excluding any Excluded Subsidiary) formed or otherwise purchased or acquired after the Original Closing Date (including pursuant to a Permitted Acquisition) and each other Domestic Subsidiary that ceases to constitute an Excluded Subsidiary to, within 30 days from the date of such formation, acquisition or cessation, as applicable (or such longer period as the Administrative Agent may agree in its reasonable discretion), and Borrower may at its option cause any Subsidiary to, execute a supplement to each of the Guarantee, the Pledge Agreement and the Security Agreement in order to become a Guarantor under the Guarantee and a grantor under such Security Documents or, to the extent reasonably requested by the Collateral Agent, enter into a new Security Document substantially consistent with the analogous existing Security Documents and otherwise in form and substance reasonably satisfactory to such Collateral Agent and take all other action reasonably requested by the Collateral Agent to grant a perfected security interest in its assets to substantially the same extent as created by the Credit Parties on the Original Closing Date (including, without limitation, in the case of a Foreign Subsidiary causing such Foreign Subsidiary to execute guarantees and security agreements compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Collateral Agent). Notwithstanding anything in any Credit Document to the contrary, as of the 2014 July Repricing Effective Date: (i) FDR Limited, Money Network Financial, LLC and TeleCheck Services, Inc. are each released as Guarantors under the Credit Documents, (ii) FDR Limited shall be deemed a Foreign Subsidiary for purposes of any requirement relating to the pledge of Equity Interests in FDR Limited and (iii) unless the Borrower notifies the Administrative Agent otherwise prior to the time such release would apply, any Guarantor shall be automatically cease to be a Guarantor under the Credit Documents and in such capacity will be automatically released from the Guarantees (and for the avoidance of doubt each other Security Document) to the extent such Guarantor ceases to be a wholly-owned Domestic Subsidiary of the Borrower and the value of such Guarantor at such time (when aggregated with the value (at the time of release) of all prior Guarantors that have ceased to be Guarantors pursuant to this clause (iii)), does not exceed (a) 10% of Consolidated EBITDA as of the most recently ended Test Period plus (b) the amount of Investments that would be permitted to be made pursuant to Section 10.5 (other than clause (g)(i)(c) thereto) with respect to such Subsidiary (as such Subsidiary exists after ceasing to be a Guarantor), it being understood such usage shall reduce the amounts that would otherwise available for such Investments. It is understood and agreed that this paragraph does not authorize the release of all or substantially all of the Guarantors under the Guarantees or the release of all or substantially all of the Collateral under the Security Documents.

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