Reaffirmation and Acknowledgement. (a) Each U.S. Credit Party, by its signature below, hereby (i) consents to the terms hereof and hereby acknowledges and agrees that any Loan Document to which it is a party or otherwise bound shall continue in full force and effect (including, without limitation, the pledge and security interest in any Collateral granted by it pursuant to the Loan Documents), (ii) acknowledges and agrees that the Obligations under the Loan Documents are in all respects continuing, (iii) reaffirms all of its obligations under each of the Loan Documents to which it is a party, and (iv) reaffirms its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets constituting Collateral to secure the Obligations and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations.
(b) The EMEA Borrower, by its signature below, hereby (i) consents to the terms hereof and hereby acknowledges and agrees that any Loan Document to which it is a party or otherwise bound shall continue in full force and effect (including, without limitation, the pledge and security interest in any Collateral granted by it pursuant to the Loan Documents), (ii) acknowledges and agrees that the Non-U.S. EMEA Credit Party Obligations under the Loan Documents are in all respects continuing, (iii) reaffirms all of its obligations under each of the Loan Documents to which it is a party, and (iv) reaffirms pledge of and/or grant of a security interest in its assets constituting Collateral under the Non-U.S. Security Agreements to secure the Non-U.S. EMEA Credit Party Obligations and acknowledges and agrees that such pledge and/or grant continue in full force and effect in respect of, and to secure, the Non-U.S. EMEA Credit Party Obligations.
Reaffirmation and Acknowledgement. Each Guarantor hereby (i) affirms as of the date of this Indenture its respective guarantees, pledges and grants of security interests, as applicable, under and subject to the terms of the Guarantee and Collateral Agreement and each of the Security Documents to which it is party, (ii) affirms that the Obligations (which shall include the fees, expenses and disbursements of the Trustee’s agents, counsel and professional advisors to the extent such fees, expenses and disbursements are obligations of the Company pursuant to the terms of this Indenture) in respect of the Notes are, as of the date of this Indenture, First Lien Obligations, (iii) confirms that, as of the date of this Indenture, the Guarantee and Collateral Agreement guaranties the prompt and complete payment and performance when due of all Guaranteed Obligations (as defined in the Guarantee and Collateral Agreement), which shall include the fees, expenses and disbursements of the Trustee’s agents, counsel and professional advisors to the extent such fees, expenses and disbursements are obligations of the Company pursuant to the terms of this Indenture), including the First Lien Obligations in respect of the Notes, (iv) confirms that such Guarantee and Collateral Agreement and the other Security Documents to which each Guarantor that is a Grantor is a party secure the prompt and complete payment and performance when due of all First Lien Obligations, including the First Lien Obligations in respect of the Notes, and (v) agrees that, as of the date of this Indenture and notwithstanding this Indenture, such guarantees, pledges and grants of security interests, and the terms of the Guarantee and Collateral Agreement and each of the other Security Documents to which it is a party, are in full force and effect in accordance with their respective terms. Each of the Guarantors acknowledges that the Trustee and the Holders shall be deemed to be “Secured Parties” and “First Lien Secured Parties” for all purposes under the Security Documents.
Reaffirmation and Acknowledgement. Each of the Parent Guarantor and the Borrower, by its signature below, hereby (i) consents to the terms hereof and hereby acknowledges and agrees that any Loan Document to which it is a party or otherwise bound shall continue in full force and effect (including, without limitation, the pledge and security interest in any Collateral granted by it pursuant to the Loan Documents), (ii) acknowledges and agrees that the Obligations under the Loan Documents are in all respects continuing, (iii) reaffirms all of its obligations under each of the Loan Documents (as amended hereby) to which it is a party, and (iv) reaffirms its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets constituting Collateral to secure the Obligations and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations.
Reaffirmation and Acknowledgement. OF GUARANTEE
Reaffirmation and Acknowledgement. The Borrower hereby reaffirms its obligations under each Loan Document to which it is a party and ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to the Collateral Documents to the Agent, for itself and on behalf of the Lenders, as collateral security for the Obligations, and acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for the Obligations, continues to be and remain collateral for the Obligations from and after the date hereof.
Reaffirmation and Acknowledgement. (a) Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Waiver, except as expressly provided herein. By executing this Waiver, Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Waiver.
(b) Borrower and Lenders hereby acknowledge and agree that upon an event of an acceleration or other mandatory prepayment event, the “Redemption Date” for purposes of calculating the Prepayment Premium will be date of such acceleration or such obligation to mandatorily prepay arose.
(c) Borrower further acknowledges that the Prepayment Premium (as a component of the Redemption Price) and the back-end facility fee specified in the Fee Letter shall be due and payable whenever so stated in the Loan Documents, or by any applicable operation of law, regardless of the circumstances causing any related acceleration or payment prior to the Stated Maturity Date, including without limitation any Event of Default or other failure to comply with the terms of this Agreement, whether or not notice thereof has been given, or any acceleration by, through, or on account of any bankruptcy filing.
Reaffirmation and Acknowledgement. (a) Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect, undiminished by this Waiver, except as expressly provided herein. By executing this Waiver, Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Waiver.
Reaffirmation and Acknowledgement. Subject to the terms and conditions contained herein, including, but not limited to, the Aggregate Waiver, the Lock-up, and the Leak-out, the Premium Interest, and the Payment Schedule, which shall supersede the balance of this Section 8.3, the Company reaffirms the validity, binding effect, and enforceability of each Original Note, and acknowledges that the Company is liable to the Securities Holder for the sum of the Effective Date Oxxxxx and the Premium Interest, payments to be made by the Company to the Securities Holder in accordance with the Payment Schedule.
Reaffirmation and Acknowledgement. The undersigned, as applicable, are parties to the following (collectively, the "Agreements"):
Reaffirmation and Acknowledgement. (a) The Borrower hereby (a) reaffirms and admits the validity and enforceability of the Loan Documents and all of the obligations of the Borrower thereunder, (b) agrees and admits that the Borrower has no defenses to or offsets against any such obligations, and (c) certifies that, following the execution and delivery of this Amendment and Ratification by the Borrower, the Administrative Agent and the Required Banks, (i) no Default or Event of Default shall exist, and (ii) the representations and warranties contained in the Loan Documents are true and correct in all material respects on the date hereof with the same effects as though such representations and warranties had been made at such time and except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date.
(b) Guarantor hereby (a) consents to the terms and conditions of this Amendment and Ratification, (b) acknowledges that the Guaranty is not modified, affected or impaired by the execution by Borrower of this Amendment and Ratification, (c) acknowledges that it will directly benefit by this Amendment and Ratification and (d) hereby ratifies and reaffirms that the Guaranty remains in full force and effect and ratifies and reaffirms its obligations pursuant to the Credit Agreement and the Notes, as modified hereby.
