Confirmation and Reaffirmation. All of the terms, covenants, conditions, waivers and consents contained in the Loan Documents shall, remain in full force and effect. The Loan Documents, as hereby amended, and the indebtedness evidenced thereby are hereby ratified and confirmed, and each and every grant, provision, covenant, condition, obligation, right and power contained therein or existing with respect thereto shall continue in full force and effect. Borrower hereby acknowledges and agrees that the Loan Documents, as amended, are enforceable against Borrower in accordance with their terms.
Confirmation and Reaffirmation. All of the terms, covenants, conditions, waivers and consents contained in the Mortgage shall, remain in full force and effect. The Mortgage, as hereby amended, the indebtedness secured thereby and the security provided thereby are hereby ratified and confirmed, and each and every grant, provision, covenant, condition, obligation, right and power contained therein or existing with respect thereto shall continue in full force and effect. Mortgagor hereby acknowledges and agrees that the Loan Documents, as amended hereby, are enforceable against the Mortgagor and against the Mortgaged Property in accordance with their terms.
Confirmation and Reaffirmation. The Loan Parties confirm that the Credit Agreement and each Loan Document is, and shall continue to be, in full force and effect. The Loan Parties further confirm and represents that the Collateral (within the meaning of such term under the Credit Agreement as amended hereby) remains free and clear of all Liens other than those in favor of Agent or as otherwise permitted in the Loan Documents. Nothing contained herein is intended to in any way impair or limit the validity, priority or extent of Agent’s security interest in and Liens upon the Collateral of any Loan Party. Upon the effectiveness of the amendments set forth herein, as of May 22, 2023, the outstanding principal balance of the Term Loan will be $59,296,327.81 and the accrued and unpaid interest thereon will be $502,469.40.
Confirmation and Reaffirmation. By its execution on the respective signature lines provided below, as of the Amendment Effective Date, the Borrower hereby confirms and ratifies all of its obligations and the Liens granted by it under any Security Document to which it is a party and all of its obligations under any Environmental Indemnity Agreement to which it is a party.
Confirmation and Reaffirmation. All of the terms, covenants, conditions, waivers and consents contained in the Agreement, the other agreements referred to therein and the other Loan Documents, as amended hereby, are and shall remain in full force and effect. The Agreement, the other agreements referred to therein and the other Loan Documents, as amended hereby, the indebtedness evidenced and secured thereby and the security provided thereby are hereby ratified and confirmed, and each and every grant, provision, covenant, condition, obligation, right and power contained therein or existing with respect thereto shall continue in full force and effect. Borrower and Parent hereby acknowledge and agree that the Agreement, the other agreements referred to therein and the other Loan Documents, as amended hereby, are enforceable against Borrower and Parent and against the Collateral in accordance with their terms.
Confirmation and Reaffirmation. Each of the Subordinated Creditors and the Debtors hereby (i) confirms and agrees that the Subordination Agreement is and shall continue to be in full force and effect and continue to be the legal, valid and binding obligations of such Person, enforceable against such Person in accordance with the terms thereof and (ii) reaffirms all of its obligations owing to any other Person thereunder.
Confirmation and Reaffirmation. Each Subsidiary Guarantor hereby agrees, acknowledges and affirms that (i) it is a “Guarantor” for all purposes under, and as defined in, the Subsidiary Guarantee to which it is a party, (ii) its obligations and liabilities under such Subsidiary Guarantee continue to be in full force and effect, (iii) such obligations and liabilities extend to, and the “Guaranteed Obligations” under, and as defined in, such Subsidiary Guarantee shall include, the obligations and liabilities of the Obligors under, and in respect of, the Note Purchase Agreement, the Notes and the other Financing Agreements (in each case, as modified by this Amendment), and (iv) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders with respect to such Subsidiary Guarantee, the Note Purchase Agreement, the Notes, any other Financing Agreement or otherwise.
Confirmation and Reaffirmation. The Parent hereby consents, acknowledges and agrees to the waiver and the amendments set forth herein and hereby confirms and ratifies in all respects the Parent Guaranty and the enforceability of the Parent Guaranty against the Parent in accordance with its terms. The Parent hereby reaffirms, ratifies and confirms its grant of Liens under each of the Loan Documents to which it is a party.
Confirmation and Reaffirmation. Each of the Loan Parties hereby acknowledges the term of this Agreement, and hereby confirms that all security and other Loan Documents entered into by it in connection with the Original Credit Agreement continues to be valid, binding, enforceable and in full force and effect against such Loan Party, and each of the Loan Parties hereby reaffirms all security interests and pledges granted by such Loan Party in favour of the Administrative Agent pursuant to the Loan Documents, as amended pursuant to this Agreement. Sierra Wireless (UK) Limited (a Guarantor) (for the purposes of this Section 11.24, the “English Guarantor”) reaffirms that the rights and obligations under the Security Documents including, without limitation, the security constituted by the Security Documents executed by it shall: xcvi
(a) continue in full force and effect and extend to, and in the case of the Security Agreements shall continue to secure, the obligations and liabilities of the Loan Parties under this Agreement and the Security Agreements, as amended or restated from time to time including as varied, amended, supplemented or extended by this Agreement, notwithstanding any term or provision of this Agreement;
(b) not be released, reduced, affected or impaired by (i) the execution, delivery and performance of this Agreement or any other document or agreement entered into pursuant to or contemplated by this Agreement; or (ii) any other Loan Party not being bound by this Agreement for any reason or by any Security Documents provided to the Lenders by the English Guarantor being avoided or released or not being effective security for the variation in the liabilities of the Loan Parties or any of them effected by this Agreement or such Security Documents being limited or restricted in any way; and
(c) continue to secure the payment of liabilities and obligations of the Loan Parties under this Agreement and that such guarantee and indemnity, and any Security Documents granted by it, is intended to apply to and secure any variation or increase in the liabilities or obligations of the Loan Parties at any time as a result (direct or indirect) of the execution, delivery or performance of this Agreement. Each Guarantor agrees that its liability under any guarantee provided in respect of the liabilities of the Loan Parties pursuant to this Agreement will not be released or affected by any other Guarantor(s) not being bound by this Agreement for any reason or by any Security Agreements provide...
Confirmation and Reaffirmation. Guarantor hereby consents to all modifications of the Existing Credit Agreement agreed to in connection with the execution and delivery by Borrower of the Credit Agreement, the other Loan Documents delivered in connection therewith and the transactions contemplated thereby. Guarantor acknowledges and agrees that the Guaranty: (i) is full force and effect, (ii) constitutes the legal, valid, and binding obligation of Guarantor, (iii) has not been modified or amended, and Guarantor further agrees that (iv) there are no understandings or agreements, written or oral, relating to the Guaranty other than the Guaranty itself, and (v) Administrative Agent and Lenders are not in default under the Loan Documents. Guarantor acknowledges and confirms that, as of the date hereof, Guarantor has no offsets or defenses to the Guaranty, or claims against Administrative Agent or any Lenders, or any of the officers, agents, representatives, directors, employees, subsidiaries, attorneys or affiliates of Administrative Agent or any of the Lenders whether asserted or unasserted in connection with the Loan Documents or the Guaranty. Guarantor reaffirms its obligations under Guaranty, and each and every one of Guarantor’s waivers set forth in the Guaranty and makes to Administrative Agent and Lenders all of the representations and warranties made by Borrower with respect to or in any way relating to Guarantor in the Credit Agreement, the Guaranty and the other Loan Documents.
