Common use of REAFFIRMATION AND CONSENT Clause in Contracts

REAFFIRMATION AND CONSENT. Oxxxx Financial Group, Inc. (“Guarantor”) hereby (i) consents to the amendment of the Credit Agreement as set forth in the Modification; (ii) acknowledges and reaffirms its obligations owing to Agent and the Lenders under its continuing guaranty, dated August 31, 2001 (the “Continuing Guaranty”); and (iii) agrees that the Continuing Guaranty is and shall remain in full force and effect. Without limiting the generality of the foregoing, Guarantor hereby restates, ratifies and reaffirms each and every term and condition set forth in the Continuing Guaranty effective as of the date hereof. All obligations owing by Guarantor under the Continuing Guaranty are unconditionally owing by such Guarantor to Agent and the Lenders, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. Guarantor hereby represents and warrants to Agent and the Lenders that (x) the execution, delivery, and performance of this Reaffirmation and Consent does not (A) violate any material provision of federal, state, or local law or regulation applicable to Guarantor or any order, judgment, or decree of any court or other governmental authority binding on Guarantor, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contract of Guarantor, (C) result in or require the creation or imposition of any lien of any nature whatsoever upon any assets of Guarantor, (D) require any approval or consent of any other person under any material contract of Guarantor, other than consents or approvals that have been obtained and that are still in force and effect, or (E) require any registration with, consent, or approval of, or notice to, or other action with or by, any governmental authority, other than registrations, consents, approvals, notices or other actions that have been obtained and that are still in force and effect, and (y) this Reaffirmation and Consent has been duly executed and delivered by Guarantor and is the legally valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

REAFFIRMATION AND CONSENT. Oxxxx Financial GroupAll capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Amended and Restated Credit Agreement, Inc. dated as of December 10, 2010 (“Guarantor”as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") hereby by and among the lenders identified on the signature pages thereof (i) consents such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a "Lender" and, collectively, the amendment "Lenders"), XXXXX FARGO CAPITAL FINANCE, INC., a California corporation, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), HAWAIIAN HOLDINGS, INC., a Delaware corporation ("Parent"), and HAWAIIAN AIRLINES, INC., a Delaware corporation ("Borrower"). Reference is made to that certain Amendment Number Two to Amended and Restated Credit Agreement, dated as of March 16, 2011 (the Credit Agreement as set forth in the Modification; (ii) acknowledges "Amendment"), by and reaffirms its obligations owing to among Parent, Borrower, Agent and the Lenders under its continuing guaranty, dated August 31, 2001 (the “Continuing Guaranty”); and (iii) agrees that the Continuing Guaranty is and shall remain in full force and effectsignatory thereto. Without limiting the generality of the foregoing, The undersigned Guarantor hereby restates, ratifies and reaffirms each and every term and condition set forth in the Continuing Guaranty effective as of the date hereof. All obligations owing by Guarantor under the Continuing Guaranty are unconditionally owing by such Guarantor to Agent and the Lenders, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. Guarantor hereby (a) represents and warrants to Agent the Agents and the Lenders that (x) the execution, delivery, and performance of this Reaffirmation and Consent does (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do not and will not (A) violate any material provision of federal, state, state or local law or regulation applicable to Guarantor it, the Governing Documents of it, or any material order, judgment, judgment or decree of any court or other governmental authority Governmental Authority binding on Guarantorit or its Subsidiaries, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contract Material Contract of Guarantorsuch Guarantor except to the extent such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (C) result in or require the creation or imposition of any lien of any nature whatsoever upon any assets of Guarantor, (D) require any approval or consent of any other person under any material contract of Guarantor, other than consents or approvals that have been obtained and that are still in force and effect, or (E) require any registration with, consent, or approval of, or notice to, or other action with or by, any governmental authorityGovernmental Authority, other than registrationsnotices and filings as may be required under the Securities Exchange Act of 1934, consentsas amended, approvals(D) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Guarantor, notices other than Permitted Liens, or (E) require any approval of its interestholders or any approval or consent of any Person under any Material Contract of such Guarantor, other actions than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change; (b) consents to the amendment of the Credit Agreement as set forth in the Amendment and any waivers granted therein, and agrees to the terms of the release set forth in Section 6 thereof; (c) acknowledges, ratifies, and reaffirms its obligations owing to the Agent and the Lenders under any Loan Document to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect, as amended by the Amendment; and (ye) reaffirms, acknowledges, agrees and confirms that is has granted to Agent a perfected security interest in the Collateral in order to secure all of its present and future Guarantied Obligations (as defined in the Guaranty) and acknowledges and agrees that such security interest, and all Collateral heretofore pledged as security for the Obligations, continue to be and remain in full force and effect on and after the date hereof. Without limiting the generality of the foregoing, each of the undersigned hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the other Loan Documents to which it is a party effective as of the date hereof. All Obligations owing by each of the undersigned are unconditionally owing by such Person to Agent and the Lenders, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, they each understand that neither Agent nor any Lender has any obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent has been duly by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and delivered Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by Guarantor telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Reaffirmation and is Consent but the legally valid failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding obligation effect of Guarantorthis Reaffirmation and Consent. The validity of this Reaffirmation and Consent, enforceable against Guarantor its construction, interpretation and enforcement, and the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar the laws relating to or limiting creditors’ rights generallyof the State of New York. This Reaffirmation and Consent is a Loan Document.

REAFFIRMATION AND CONSENT. Oxxxx Financial GroupAll capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Amended and Restated Credit Agreement, Inc. dated as of December 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender” and, collectively, the “Lenders”), XXXXX FARGO CAPITAL FINANCE, INC., a California corporation, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAWAIIAN HOLDINGS, INC., a Delaware corporation (“GuarantorParent”) hereby ), and HAWAIIAN AIRLINES, INC., a Delaware corporation (i) consents “Borrower”). Reference is made to that certain Amendment Number Three to Amended and Restated Credit Agreement, dated as of June 28, 2011 (the amendment of the Credit Agreement as set forth in the Modification; (ii) acknowledges “Amendment”), by and reaffirms its obligations owing to among Parent, Borrower, Agent and the Lenders under its continuing guaranty, dated August 31, 2001 (the “Continuing Guaranty”); and (iii) agrees that the Continuing Guaranty is and shall remain in full force and effectsignatory thereto. Without limiting the generality of the foregoing, The undersigned Guarantor hereby restates, ratifies and reaffirms each and every term and condition set forth in the Continuing Guaranty effective as of the date hereof. All obligations owing by Guarantor under the Continuing Guaranty are unconditionally owing by such Guarantor to Agent and the Lenders, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. Guarantor hereby (a) represents and warrants to Agent the Agents and the Lenders that (x) the execution, delivery, and performance of this Reaffirmation and Consent does (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do not and will not (A) violate any material provision of federal, state, state or local law or regulation applicable to Guarantor it, the Governing Documents of it, or any material order, judgment, judgment or decree of any court or other governmental authority Governmental Authority binding on Guarantorit or its Subsidiaries, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contract Material Contract of Guarantorsuch Guarantor except to the extent such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (C) result in or require the creation or imposition of any lien of any nature whatsoever upon any assets of Guarantor, (D) require any approval or consent of any other person under any material contract of Guarantor, other than consents or approvals that have been obtained and that are still in force and effect, or (E) require any registration with, consent, or approval of, or notice to, or other action with or by, any governmental authorityGovernmental Authority, other than registrationsnotices and filings as may be required under the Securities Exchange Act of 1934, consentsas amended, approvals(D) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Guarantor, notices other than Permitted Liens, or (E) require any approval of its interestholders or any approval or consent of any Person under any Material Contract of such Guarantor, other actions than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change; (b) consents to the amendment of the Credit Agreement as set forth in the Amendment and any waivers granted therein, and agrees to the terms of the release set forth in Section 8 thereof; (c) acknowledges, ratifies, and reaffirms its obligations owing to the Agent and the Lenders under any Loan Document to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect, as amended by the Amendment; and (ye) reaffirms, acknowledges, agrees and confirms that is has granted to Agent a perfected security interest in the Collateral in order to secure all of its present and future Guarantied Obligations (as defined in the Guaranty) and acknowledges and agrees that such security interest, and all Collateral heretofore pledged as security for the Obligations, continue to be and remain in full force and effect on and after the date hereof. Without limiting the generality of the foregoing, each of the undersigned hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the other Loan Documents to which it is a party effective as of the date hereof. All Obligations owing by each of the undersigned are unconditionally owing by such Person to Agent and the Lenders, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, they each understand that neither Agent nor any Lender has any obligations to inform it of such matters in the future or to seek its acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent has been duly by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and delivered Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by Guarantor telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Reaffirmation and is Consent but the legally valid failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding obligation effect of Guarantorthis Reaffirmation and Consent. The validity of this Reaffirmation and Consent, enforceable against Guarantor its construction, interpretation and enforcement, and the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar the laws relating to or limiting creditors’ rights generallyof the State of New York. This Reaffirmation and Consent is a Loan Document.