Consent and Affirmation. Without limiting the generality of the foregoing, by its execution hereof, each of the Borrower and the Subsidiary Guarantors hereby to the extent applicable as of the Effective Date (i) consents to this Amendment and the transactions contemplated, (ii) agrees that the Guarantee and Security Agreement and each of the other Security Documents is in full force and effect, (iii) confirms its guarantee (solely in the case of Subsidiary Guarantors) and affirms its obligations under the Guarantee and Security Agreement and confirms its grant of a security interest in its assets as Collateral for the Secured Obligations (as defined in the Guarantee and Security Agreement), and (iv) acknowledges and affirms that such guarantee and/or grant is in full force and effect in respect of, and to secure, the Secured Obligations (as defined in the Guarantee and Security Agreement).
Consent and Affirmation. Without limiting the generality of the foregoing, by its execution hereof, each Obligor hereby, as of the date hereof, (i) consents to this Amendment and the transactions contemplated hereby, (ii) agrees that the Guarantee and Security Agreement and each of the other Security Documents is in full force and effect, (iii) affirms its obligations under the Guarantee and Security Agreement and confirms its grant of a security interest in its assets as Collateral for the Secured Obligations, and (iv) acknowledges and affirms that such grant is in full force and effect in respect of, and to secure, the Secured Obligations.
Consent and Affirmation. Without limiting the generality of the foregoing, by its execution hereof, each of the Borrower and the Subsidiary Guarantor hereby to the extent applicable as of the Effective Date (a) consents to this Amendment and the transactions contemplated hereby, (b) agrees that the Amended and Restated Guarantee and Security Agreement and each of the other Security Documents is in full force and effect, (c) confirms its guarantee (solely in the case of Subsidiary Guarantor) and affirms its obligations under the Amended and Restated Guarantee and Security Agreement and confirms its grant of a security interest in its assets as Collateral for the Secured Obligations (as defined in the Amended and Restated Guarantee and Security Agreement), and (d) acknowledges and affirms that such guarantee and/or grant is in full force and effect in respect of, and to secure, the Secured Obligations (as defined in the Amended and Restated Guarantee and Security Agreement).
Consent and Affirmation. Each Borrower hereby (a) consents to the execution, delivery and performance of this Amendment Number 4 and agrees that each Loan Document is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the Amendment Number 4 Effective Date, except that, on and after the Amendment Number 4 Effective Date, each reference to the “Loan Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Loan Agreement shall mean and be a reference to the Loan Agreement as amended and otherwise modified by this Amendment Number 4, and (b) confirms that the Loan Documents to which each of the Borrowers is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Obligations.
Consent and Affirmation. (a) Without limiting the generality of the foregoing, by its execution hereof, each of the Borrower and the Subsidiary Guarantor hereby to the extent applicable as of the Effective Date (i) consents to this Amendment and the transactions contemplated hereby (including the prepayment to the Exiting Lenders as described in Section 2.9 and the New Lenders becoming Lenders under the Credit Agreement as described in Section 2.11), (ii) agrees that the Guarantee and Security Agreement and each of the other Security Documents is in full force and effect, (iii) confirms its guarantee (solely in the case of Subsidiary Guarantor) and affirms its obligations under the Guarantee and Security Agreement and confirms its grant of a security interest in its assets as Collateral for the Secured Obligations (as defined in the Guarantee and Security Agreement), and (iv) acknowledges and affirms that such guarantee and/or grant is in full force and effect in respect of, and to secure, the Secured Obligations (as defined in the Guarantee and Security Agreement).
(b) Without limiting the generality of the foregoing, by its execution hereof, each Lender hereby consents (i) to the Amendment No. 1 to Guarantee and Security Agreement in the form attached hereto as Exhibit B and (ii) to the non-pro-rata payments provided for herein notwithstanding Section 2.15 of the Credit Agreement.
Consent and Affirmation. (a) By its execution hereof, each Continuing Lender confirms its consent to the payment on the Restatement Date of the outstanding “Obligations” (as defined in the Existing Credit Agreement) owed to the Exiting Lenders under the Existing Credit Agreement without a corresponding payment to the Continuing Lenders.
(b) To the extent that any Continuing Lender (such Continuing Lender, an “Assignor Lender”) assigned any Revolving Credit Exposure (such interests, the “Assigned Interests”) to any other Lender (such other Lender, an “Assignee Lender”) in connection with the transactions contemplated hereby, (i) such Assignor Lender represents to such Assignee Lender with respect to the Assigned Interests assigned by such Assignor Lender that (x) it is the legal and beneficial owner of such Assigned Interests, (y) such Assigned Interests are free and clear of any lien, encumbrance or other adverse claim, and (z) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and (ii) such Assignee Lender represents to such Assignor Lender with respect to the Assigned Interests assigned to such Assignee Lender that (x) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender hereunder, and (y) it satisfies the requirements that are required to be satisfied by it in order to acquire the Assigned Interests and become a Lender.
Consent and Affirmation. Each of Parent Holdco, Holdings and the Subsidiary Loan Parties, in its capacity as a guarantor under the Parent Guarantee Agreement, Holdings Guarantee and Pledge Agreement and Subsidiary Guarantee Agreement, respectively, and, as applicable, a pledgor under the other Security Documents, hereby (i) consents to the execution, delivery and performance of this Agreement and agrees that each of the Parent Guarantee Agreement, Holdings Guarantee and Pledge Agreement and Subsidiary Guarantee Agreement, respectively, and the other Security Documents is, and shall continue to be, in full force and effect and is hereby in all respects ratified and confirmed on the 2020 Effective Date, except that, on and after the Amendment Effective Time, each reference to “Credit Agreement”, “First Lien Credit Agreement” “thereunder”, “thereof” or words of like import shall, unless the context otherwise requires, mean and be a reference to the Amended Credit Agreement and (ii) confirms that the Security Documents to which each of Holdings and the Subsidiary Loan Parties is a party and all of the Collateral described therein do, and shall continue to, secure the payment of all of the Obligations (which, for the avoidance of doubt, include the Obligations in respect of the 2020 Incremental Term B Loans incurred under this Agreement).
Consent and Affirmation. (a) Without limiting the generality of the foregoing, by its execution hereof, each of the Borrower and the Subsidiary Guarantors hereby, to the extent applicable, as of the Effective Date (i) consents to this Amendment and the transactions contemplated hereby (including the Prepayment to each Exiting Lender as described in Section 2.9, each New Lender becoming a Lender under the Credit Agreement as described in Section 2.11 and each Increasing Lender increasing its Commitment under the Credit Agreement as described in Section 2.11), (ii) agrees that the Guarantee and Security Agreement and each of the other Security Documents is in full force and effect, (iii) confirms its guarantee (solely in the case of Subsidiary Guarantors) and affirms its obligations under the Guarantee and Security Agreement and confirms its grant of a security interest in its assets as Collateral for the Secured Obligations (as defined in the Guarantee and Security Agreement), and (iv) acknowledges and affirms that such guarantee and/or grant, as applicable, is in full force and effect in respect of, and to secure, the Secured Obligations (as defined in the Guarantee and Security Agreement).
(b) Without limiting the generality of the foregoing, by its execution hereof, each Lender hereby consents to the Amendment No. 1 to Guarantee and Security Agreement in the form attached hereto as Exhibit C and to the non-pro-rata commitment reductions and/or payments provided for herein notwithstanding Section 2.16 of the Credit Agreement.
Consent and Affirmation. To the extent that, pursuant to the Management Agreement, the Transfer and the Assignment constitutes an assignment or transfer or otherwise would not be permitted without Licensed Operator’s consent, Licensed Operator hereby consents to the Transfer and the Assignment. As between Manager and Licensed Operator, no documents that have not already been provided shall be required in connection with the Transfer and the Assignment.
Consent and Affirmation. Each Loan Party expressly and unconditionally consents to (i) the execution and performance of this Agreement by Borrowers and the Administrative Agent, and (ii) the amendment and restatement of the Existing Credit Agreement pursuant to the terms and conditions set forth in this Agreement. Each Loan Party agrees that neither the provisions of this Agreement nor any action taken or not taken in accordance with or in connection with this Agreement shall constitute a termination, extinguishment, release, or discharge of any of such Loan Party’s obligations or provide a defense, set off or counterclaim to any of the Loan Parties with respect to any of the Loan Parties’ obligations under their respective Loan Guaranties. Each Loan Party affirms to the Administrative Agent that their respective Loan Guaranties remain in full force and effect and are such Loan Party’s valid and binding obligation.
