Borrower Confirmation. The Borrower confirms that as amended hereby, each of the Loan Documents is in full force and effect, and that none of the Loan Parties has any defenses, setoffs or counterclaims to its Obligations.
Borrower Confirmation. The Company and the Specified Designated Borrower (being at all relevant times members of the same wholly owned group) confirm that:
Borrower Confirmation. The Borrower hereby confirms and agrees in favour of the Administrative Agent and the Lenders as follows:
Borrower Confirmation. Borrower hereby ratifies and confirms that the Loan Agreement and other Loan Documents as amended herein are in full force and effect and agrees that as modified, the Loan Agreement and the other Loan Documents are and continue to be in full force and effect and enforceable in accordance with their respective terms. Borrower hereby incorporates by reference all covenants, warranties, and representations contained in the Loan Documents and reaffirms such covenants, warranties, and representations as of the day hereof.
Borrower Confirmation. Each Borrower declares that it is the economic beneficiary of its Loan and undertakes to inform the Agent of any change to such status without delay and to provide the Agent with any information which the Agent shall request regarding the identity of the economic beneficiary.
Borrower Confirmation. Borrower hereby confirms to Lender as of the date hereof that all of the terms, covenants, indemnifications and provisions of the Pledge Agreement and the other Loan Documents are and shall remain in full force and effect without change except as otherwise expressly and specifically modified by this Amendment.
Borrower Confirmation. The Borrower confirms that it is the beneficiary (within the meaning of Section 8 of the German Money Laundering Act (Gesetz über das Aufspüren von Gewinnen aus schweren Straftaten (Geldwäschegesetz)) for each part of each Loan made or to be made available to it. It will promptly inform the Lenders (by written notice to the Facility Agent) if it is not, or ceases to be, the beneficiary and will then set down in writing the name and the address of the beneficiary.
Borrower Confirmation. The Borrower shall certify to the Administrative Agent that none of the financing arrangements (excluding trade credit) to which the Borrower or any of its Subsidiaries is a party contain any Financial Covenants which are more onerous than those Financial Covenants contained in the Original Agreement as amended and supplemented by this Amendment No. 1 as of the date hereof;
Borrower Confirmation. The Borrower hereby acknowledges and, to the extent applicable, confirms that any Collateral for the Obligations granted by the Borrower, the Loan Parties, the Guarantors or third parties (if applicable), including without limitation, the Agent's and/or the Banks' security interests, rights, title or interest in or under that Pledge Agreement (Stocks, Bonds and Commercial Paper) dated as of February 4, 2005 from CompuDyne Corporation in favor of PNC individually and as agent (together with all related consents, account agreements and other related documents, instruments and agreements and as amended by the Second Amendment, the "Securities Pledge Agreement"), or any of the "Collateral" as described or defined in the Securities Pledge Agreement (the "Securities Collateral"), which Securities Pledge Agreement and Securities Collateral (including all of PNC's rights, title, liens, encumbrances and interests therein or thereon), as well as all other rights of the Agent and the Banks in and to all other Collateral, shall continue unimpaired and in full force and effect notwithstanding this Amendment and the execution and delivery of the Restated Note and are hereby ratified and affirmed in all respects. Guarantor Consent and Reaffirmation. The Guarantors hereby affirm, acknowledge and agree that their respective guaranty agreements (including, without limitation that Guaranty and Suretyship Agreement dated November 16, 2001 and that Reaffirmed Guaranty and Suretyship Agreement dated as of March 4, 2005, as the same have been joined in, ratified and affirmed from time to time) and all other documents and instruments in favor of the Agent for the benefit of the Banks continue in full force and effect with respect to the Obligations as modified and amended by this Amendment and reflected in the Restated Note notwithstanding this Amendment, the execution and delivery of the Restated Note and the termination of the Swing Line and the Swing Line Agreements, which guaranty agreements and other documents and instruments are hereby ratified and affirmed. Each Guarantor hereby acknowledges and affirms that it has and will continue to realize tangible and significant direct economic benefit from the transactions described in the Credit Agreement, as amended hereby, the Note and the other Loan Documents and hereby irrevocably and unconditionally acknowledge the receipt of good and valuable consideration for the execution, delivery and continued effectiveness of their respe...
Borrower Confirmation. The Borrower hereby acknowledges and, to the extent applicable, confirms that any collateral for the Obligations, including but not limited to liens, security interests, mortgages, and pledges granted by the Borrower, the Original Loan Parties, the Guarantors or third parties (if applicable), shall continue unimpaired and in full force and effect notwithstanding this Amendment and the consummation of the Loan Party Reorganization Transactions.
