Common use of Confirmation by Borrowers of Obligations and Specified Defaults Clause in Contracts

Confirmation by Borrowers of Obligations and Specified Defaults. (a) Each Credit Party acknowledges and agrees that as of the Third Forbearance Effective Date, (i) the aggregate principal balance of the outstanding Letter of Credit Obligations under the First Lien Credit Agreement is $11,210,000 and (ii) the aggregate principal balance of the outstanding Revolving Advances under the First Lien Credit Agreement is $36,050,000. The foregoing amount does not include interest, fees, expenses and other amounts that are chargeable or otherwise reimbursable under the First Lien Credit Agreement and the Other Documents. (b) Each Credit Party acknowledges and agrees that (i) each of the Specified Defaults constitutes a material Event of Default that is expected to occur during the Third Forbearance Period (and that for the purposes of this Agreement, an Event of Default shall be deemed to have occurred with respect to the Specified Defaults), (ii) none of the Specified Defaults will be cured during the Third Forbearance Period, and (iii) except for the Specified Defaults, no other Events of Default have occurred and are continuing as of the date hereof, or are expected to occur during the Third Forbearance Period, as the case may be. Prior to the effectiveness of this Agreement, the occurrence of each Specified Default: (i) relieves the Lender Parties from any obligation to extend any Advances or issue Letters of Credit under the Credit Agreement or other Credit Documents and (ii) permits the Lender Parties to, among other things, (A) suspend or terminate the Commitment to provide Advances and issue Letters of Credit under any or all of the Credit Agreement and the other Credit Documents, (B) terminate Borrower’s ability to obtain or maintain LIBOR Rate Loans, (C) accelerate all or any portion of the Obligations, (D) charge the Default Rate pursuant to Section 3.1 of the First Lien Credit Agreement with respect to any and all of the Obligations effective from and after the date hereof, (E) subject to the ABL/Term Intercreditor Agreement (solely to the extent applicable thereunder), commence any legal or other action to collect any or all of the Obligations from any Borrower, any other Credit Party and/or any Collateral, (F) subject to the ABL/Term Intercreditor Agreement, foreclose or otherwise realize on any or all of the Collateral and/or appropriate, set-off and apply to the payment of any or all of the Obligations, any or all of the Collateral, and/or (G) subject to the ABL/Term Intercreditor Agreement (solely to the extent applicable thereunder), take any other enforcement action or otherwise exercise any or all rights and remedies provided for by any or all of the First Lien Credit Agreement, the Other Documents or applicable Law.

Confirmation by Borrowers of Obligations and Specified Defaults. (a) Each Credit Borrower and each other Loan Party acknowledges and agrees that as of the Third Forbearance Effective DateNovember 14, (i) 2008, the aggregate principal balance of the outstanding Letter of Credit Obligations under the First Lien Credit Agreement is at least $11,210,000 98,377,273.71, and (ii) that the aggregate respective principal balance balances of the outstanding various Loans and LC Exposure as of such date were not less than the following: Revolving Advances under the First Lien Credit Agreement is $36,050,000. Loans (excluding LC Exposure) $ 92,000,000.00 LC Exposure $ 6,377,273.71 The foregoing amount does amounts do not include interest, fees, expenses and other amounts that which are chargeable or otherwise reimbursable under the First Lien Credit Agreement and the Other other Loan Documents. All of the Obligations, including those set forth above, are currently due and payable, and none of Borrowers or the other Loan Parties have any rights of offset, defenses, claims or counterclaims with respect to any of the Obligations. (b) Each Credit Borrower and each other Loan Party acknowledges and agrees that (i) each of the Specified Defaults constitutes a material Event of Default that has occurred and is continuing as of the date hereof or is expected to occur during the Third Forbearance Period (and that for Period, as the purposes of this Agreement, an Event of Default shall be deemed to have occurred with respect to the Specified Defaults)case may be, (ii) none the Current Default has not been cured as of the Specified Defaults date hereof and the Anticipated Default will not be cured during the Third Forbearance Period, and (iii) except for the Specified Defaults, no other Events of Default have occurred and are continuing as of the date hereof, or are expected to occur during the Third Forbearance Period, as the case may be. Prior to the effectiveness of this Agreement, the occurrence of each Specified Default: Current Default (and the Anticipated Default upon its occurrence): (i) relieves the Lender Parties from any obligation to extend any Advances Loan or issue Letters of Credit provide other financial accommodations under the Credit Agreement or other Credit Documents Loan Documents, and (ii) permits the Lender Parties to, among other things, (A) suspend or terminate the Commitment any commitment to provide Advances and issue Letters Loans or make other extensions of Credit credit under any or all of the Credit Agreement and the other Credit Loan Documents, (B) terminate Borrower’s ability to obtain or maintain LIBOR Rate Loans, (C) accelerate all or any portion of the Obligations, (DC) charge the Default Rate pursuant to Section 3.1 of the First Lien Credit Agreement with respect to any and all of the Obligations effective from and after the date hereofterminate Borrowers’ ability to obtain or maintain Eurodollar Borrowings, (ED) subject to the ABL/Term Intercreditor Agreement (solely to the extent applicable thereunder), commence any legal or other action to collect any or all of the Obligations from any BorrowerBorrowers, any other Credit Loan Party and/or any Collateral or any other property as to which any other Person granted any or all of the Lender Parties a security interest therein as security for the Obligations or any guaranty thereof (collectively, the “Other Collateral”), (FE) subject to the ABL/Term Intercreditor Agreement, foreclose or otherwise realize on any or all of the Collateral and Other Collateral, and/or appropriate, set-off and apply to the payment of any or all of the Obligations, any or all of the Collateral and Other Collateral, and/or (GF) subject to the ABL/Term Intercreditor Agreement (solely to the extent applicable thereunder), take any other enforcement action or otherwise exercise any or all rights and remedies provided for by any or all of the First Lien Credit Agreement, the Other other Loan Documents or applicable Lawlaw.

Confirmation by Borrowers of Obligations and Specified Defaults. (a) Each Credit Party acknowledges and agrees that as of the Third Forbearance Effective DateDecember 31, 2018, (i) the aggregate principal balance of the outstanding Letter of Credit Obligations under the First Lien Credit Agreement is $11,210,000 and (ii) the aggregate principal balance of the outstanding Revolving Advances under the First Lien Credit Agreement is $36,050,00033,000,000. The foregoing amount does not include interest, fees, expenses and other amounts that are chargeable or otherwise reimbursable under the First Lien Credit Agreement and the Other Documents. (b) Each Credit Party acknowledges and agrees that (i) each of the Specified Defaults constitutes a material Event of Default that is expected to occur during the Third Forbearance Period (and that for the purposes of this Agreement, an Event of Default shall be deemed to have occurred with respect to the Specified Defaults), (ii) none of the Specified Defaults will be cured during the Third Forbearance Period, and (iii) except for the Specified Defaults, no other Events of Default have occurred and are continuing as of the date hereof, or are expected to occur during the Third Forbearance Period, as the case may be. Prior to the effectiveness of this Agreement, the occurrence of each Specified Default: (i) relieves the Lender Parties from any obligation to extend any Advances or issue Letters of Credit under the Credit Agreement or other Credit Documents and (ii) permits the Lender Parties to, among other things, (A) suspend or terminate the Commitment to provide Advances and issue Letters of Credit under any or all of the Credit Agreement and the other Credit Documents, (B) terminate Borrower’s ability to obtain or maintain LIBOR Rate Loans, (C) accelerate all or any portion of the Obligations, (D) charge the Default Rate pursuant to Section 3.1 of the First Lien Credit Agreement with respect to any and all of the Obligations effective from and after the date hereof, (E) subject to the ABL/Term Intercreditor Agreement (solely to the extent applicable thereunder), commence any legal or other action to collect any or all of the Obligations from any Borrower, any other Credit Party and/or any Collateral, (F) subject to the ABL/Term Intercreditor Agreement, foreclose or otherwise realize on any or all of the Collateral and/or appropriate, set-off and apply to the payment of any or all of the Obligations, any or all of the Collateral, and/or (G) subject to the ABL/Term Intercreditor Agreement (solely to the extent applicable thereunder), take any other enforcement action or otherwise exercise any or all rights and remedies provided for by any or all of the First Lien Credit Agreement, the Other Documents or applicable Law.

Confirmation by Borrowers of Obligations and Specified Defaults. (a) (a) Each Credit Party acknowledges and agrees that as of the Third Second Forbearance Effective Date, (i) the aggregate principal balance of the outstanding Letter of Credit Obligations under the First Lien Credit Agreement is $11,210,000 and (ii) the aggregate principal balance of the outstanding Revolving Advances under the First Lien Credit Agreement is $36,050,000. The foregoing amount does not include interest, fees, expenses and other amounts that are chargeable or otherwise reimbursable under the First Lien Credit Agreement and the Other Documents. (b) Each Credit Party acknowledges and agrees that (i) each of the Specified Defaults constitutes a material Event of Default that is expected to occur during the Third Second Forbearance Period (and that for the purposes of this Agreement, an Event of Default shall be deemed to have occurred with respect to the Specified Defaults), (ii) none of the Specified Defaults will be cured during the Third Second Forbearance Period, and (iii) except for the Specified Defaults, no other Events of Default have occurred and are continuing as of the date hereof, or are expected to occur during the Third Second Forbearance Period, as the case may be. Prior to the effectiveness of this Agreement, the occurrence of each Specified Default: (i) relieves the Lender Parties from any obligation to extend any Advances or issue Letters of Credit under the Credit Agreement or other Credit Documents and (ii) permits the Lender Parties to, among other things, (A) suspend or terminate the Commitment to provide Advances and issue Letters of Credit under any or all of the Credit Agreement and the other Credit Documents, (B) terminate Borrower’s ability to obtain or maintain LIBOR Rate Loans, (C) accelerate all or any portion of the Obligations, (D) charge the Default Rate pursuant to Section 3.1 of the First Lien Credit Agreement with respect to any and all of the Obligations effective from and after the date hereof, (E) subject to the ABL/Term Intercreditor Agreement (solely to the extent applicable thereunder), commence any legal or other action to collect any or all of the Obligations from any Borrower, any other Credit Party and/or any Collateral, (F) subject to the ABL/Term Intercreditor Agreement, foreclose or otherwise realize on any or all of the Collateral and/or appropriate, set-off and apply to the payment of any or all of the Obligations, any or all of the Collateral, and/or (G) subject to the ABL/Term Intercreditor Agreement (solely to the extent applicable thereunder), take any other enforcement action or otherwise exercise any or all rights and remedies provided for by any or all of the First Lien Credit Agreement, the Other Documents or applicable Law.