Guarantor Affirmation. Each Guarantor party hereto hereby (a) acknowledges and consents to this Amendment; (b) ratifies and confirms all of its respective obligations and liabilities under the Loan Documents (as amended by the Amendment) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect and extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the obligations of the Borrowers under the Credit Agreement; (c) acknowledges and confirms, subject to Section 12 below in the case of the Guarantor organized under Bulgarian law (the “Bulgarian Guarantor”), the Guarantor which is the direct parent of the Bulgarian Guarantor (the “Belgian Guarantor”) and the Guarantor organized under Japanese law (the “Japanese Guarantor”), that immediately after giving effect to the Amendment the liens and security interests granted by it in the Collateral pursuant to the Collateral Documents continue to be valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) liens and security interests in the Collateral (subject only to Liens permitted under the Loan Documents) that secure all of the obligations of such Guarantor under the Loan Documents to which it is a party to the same extent that such liens and security interests in the Collateral were valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) immediately prior to giving effect to the execution and delivery of the Amendment; (d) acknowledges and agrees that such Guarantor does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees, or agents) on or prior to the date hereof; and (e) acknowledges, affirms, and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or right of recoupment of any kind or nature against any of its obligations, indebtedness or liabilities to the Administrative Agent or any Lender on or prior to the date hereof.
Guarantor Affirmation. An acknowledgment and reaffirmation letter in the form of EXHIBIT A hereto duly executed by each party to the Guaranty (a "Guarantor").
Guarantor Affirmation. An acknowledgment and reaffirmation letter in the form of Exhibit A hereto duly executed by each party to the Guaranty (a "Guarantor").
Guarantor Affirmation. Borrower’s Parent, by its signature hereto, represents and warrants that it has no defense to the enforcement of the Parent Guaranty, and that according to its terms the Parent Guaranty will continue in full force and effect to guaranty the Borrower’s obligations and the other amounts described in the Parent Guaranty following execution of this Amendment. Borrower and Guarantor each acknowledges and agrees that any and all of Bxxxxxxx’s obligations arc secured indebtedness under, and are secured by, each and every Collateral document with respect to the Collateral pledged thereunder by Borrower.
Guarantor Affirmation. (a) Each Guarantor consents to the execution, delivery and performance by Issuer, the Company, Parent, and the other Guarantors of this Agreement, the Notes, and the documents and instruments executed in connection therewith, as well as all other amendments and modifications hereto and thereto.
(b) Each Guarantor hereby acknowledges that the Guaranty and each of the Collateral Documents to which such Guarantor is party 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 Agreement. The Guaranty and each of the Collateral Documents to which such Guarantor is party are and shall remain in full force and effect with respect to all obligations hereunder and thereunder as modified by the Agreement. Each Guarantor confirms that no Guarantor has any defenses against its obligations under the Guaranty or any Collateral Document.
(c) Each Guarantor represents and warrants that all representations and warranties contained in the Guaranty and each of the Collateral Documents to which such Guarantor is party are true and correct in all material respects as of the date of this Agreement to the same extent as though made on and as of this date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.
(d) Each Guarantor acknowledges and agrees that (i) no Guarantor is required by the terms of the Original Exchange Agreement, the Original Notes, the Guaranty or any Collateral Document, or any other document executed in connection therewith to consent to the amendment and restatement of the Original Exchange Agreement or the Original Notes and (ii) nothing in this Agreement, the Original Exchange Agreement, the Original Notes, the Guaranty or any Collateral Document or any other document executed in connection therewith shall be deemed to require the consent of such Guarantor to any future amendments to this Agreement or the Notes.
Guarantor Affirmation. The Borrower and each Guarantor party hereto hereby (a) acknowledges and consents to this Amendment; (b) ratifies and confirms all of its respective obligations and liabilities under the Loan Documents (as amended or modified (or contemplated to be amended or modified) by this Amendment) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect and extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the obligations of the Borrower under the Amended Credit Agreement; and (c) acknowledges and confirms that the liens and security interests granted by it pursuant to the Collateral Documents to which it is a party are and continue to be valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) liens and security interests in the Collateral (subject only to Liens permitted under the Loan Documents) that secure all of the Americas/2023410934.5 Amendment No. 12 to Credit Agreement obligations of such Guarantor under the Loan Documents (as amended or modified (or contemplated to be amended or modified) by this Amendment) to which it is a party to the same extent that such liens and security interests in the Collateral were valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) immediately prior to giving effect to the execution and delivery of this Amendment.
Guarantor Affirmation. For the avoidance of doubt, the Guarantor hereby agrees to and acknowledges the amendments in Section 1 and the Agreements in Section 2 hereof.
Guarantor Affirmation. For the avoidance of doubt, the Guarantor hereby agrees and confirms that the CA Deferred Payment constitutes a “Guaranteed Obligation” (as such term is defined in the Guaranty).
Guarantor Affirmation. For the avoidance of doubt, the Guarantor hereby agrees and confirms that the Repo Deferred Payments constitute “Guaranteed Obligations” (as such term is defined in the Guaranty).
Guarantor Affirmation. Each Guarantor party hereto hereby (a) acknowledges and consents to this Amendment; (b) ratifies and confirms all of its respective obligations and liabilities under the Loan Documents (as amended by the Amendment) to which it is a party and ratifies and confirms that such obligations and liabilities remain in full force and effect and extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the obligations of the Borrowers under the Credit Agreement; provided that the obligations and liabilities of Sensata Technologies Malaysia Sdn. Bhd. as at the date hereof shall not exceed $1.35 billion unless the Malaysian Central Bank's approval for the giving of the financial guarantee of up to $1.45 billion (the “BNM Approval”) has been obtained. It is hereby agreed that immediately after the procurement of the BNM Approval, the obligations and liabilities of Sensata Technologies Malaysia Sdn. Bhd. under the Loan Documents (as amended by the Amendment) shall increase to secure $1.45 billion and the entire Secured Obligations. Pursuant thereto, Sensata Technologies Malaysia Sdn. Bhd. hereby irrevocably and unconditionally agrees that on and after the date of the BNM Approval, Sensata Technologies Malaysia Sdn. Bhd. shall guarantee and secure all the obligations and liabilities of the Borrowers under the Credit Agreement and the Loan Documents (as amended by the Amendment); (c) subject to Section 11 below, acknowledges and confirms that the liens and security interests granted by it pursuant to the Collateral Documents to which it is a party are and continue to be valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) liens and security interests in the Collateral (subject only to Liens permitted under the Loan Documents) that secure all of the obligations of such Guarantor under the Loan Documents to which it is a party to the same extent that such liens and security interests in the Collateral were valid and perfected (if and to the extent required to be perfected under the Collateral Documents to which it is a party) immediately prior to giving effect to the execution and delivery of the Amendment; (d) acknowledges and agrees that such Guarantor does not have any claim or cause of action against the Administrative Agent or any Lender (or any of its respective directors, officers, employees, or agents) on or prior to the date hereof; and (e) acknowledges...
