Common use of Reaffirmation of Collateral Documents Clause in Contracts

Reaffirmation of Collateral Documents. Notwithstanding anything to the contrary contained in the Collateral Documents, each of the undersigned hereby: (a) consents to and approves all of the terms of that certain Fourth Amendment to Credit Agreement, dated as of the date hereof, by and among Akorn, Inc., Akorn (New Jersey), Inc., the financial institutions party thereto as Lenders, and LaSalle Bank National Association, as administrative agent (the “Amendment”), in connection with which this Reaffirmation of Collateral Documents has been executed; (b) ratifies and confirms all of its indebtedness, liabilities and obligations under the Collateral Documents to which it is a party; (c) reaffirms that, after giving effect to the Amendment, all of its representations and warranties made in the Collateral Documents to which it is a party remain true and correct as of the date of this Amendment (except to the extent that such representations or warranties are expressly made only as of another specific date, in which case they shall be true and correct as of such date); (d) reaffirms all of its covenants, agreements, indebtedness, liabilities and obligations under the Collateral Documents to which it is a party, which include, without limitation, the grant of Liens in all of such party’s interests in the Collateral (as defined in the Guaranty and Collateral Agreement) owned by it as security for the payment and performance of the Obligations; (e) agrees that the Collateral Documents to which it is a party shall and do remain in full force and effect; (f) agrees that the Collateral Documents to which it is a party shall and do continue to constitute the legal, valid and binding obligations of such party, enforceable against it in accordance with the terms of the Collateral Documents to which it is a party and that such obligations shall not be discharged or affected by any modification, extension, renewal or amendment of the terms of the Credit Agreement or the other Loan Documents; and (g) agrees and acknowledges that there are no defenses, counterclaims or set-offs to the Collateral Documents to which it is a party or its covenants, agreements, indebtedness, liabilities and obligations under the Collateral Documents, and agrees that any (if any) such defenses, counterclaims or set-offs are hereby expressly waived.

Reaffirmation of Collateral Documents. Notwithstanding anything The Borrowers have heretofore executed and delivered to the contrary contained in Agent the Collateral Documents. The Borrowers hereby agree that notwithstanding the execution and delivery of this Agreement, each of the undersigned hereby: (a) consents to Collateral Documents shall be and approves all remain in full force and effect and that any rights and remedies of the terms of that certain Fourth Amendment to Credit AgreementAgent and the Lenders thereunder, dated as obligations of the date hereofBorrowers thereunder and any liens or security interests created or provided for thereunder shall be and remain in full force and effect and shall not be affected, by impaired or discharged thereby and among Akorn, Inc., Akorn (New Jersey), Inc., the financial institutions party thereto as Lenders, and LaSalle Bank National Association, as administrative agent (the “Amendment”), in connection with which this Reaffirmation of Collateral Documents has been executed; (b) ratifies and confirms shall secure all of its indebtedness, obligations and liabilities to the Agent and obligations the Lenders under the Original Credit Agreement as amended and restated hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents as to the indebtedness which it is a party; (c) reaffirms that, after would be secured thereby prior to giving effect to this Amendment. Without limiting the Amendmentforegoing, each of the Borrowers acknowledges and agrees that all of its representations indebtedness, obligations and warranties made in the Collateral Documents to which it is a party remain true and correct as of the date of this Amendment (except liabilities to the extent that such representations or warranties are expressly made only Agent and the Lenders pursuant to the Original Credit Agreement as of another specific dateamended and restated hereby, in which case they shall be true and correct as of such date); (d) reaffirms all of its covenants, agreements, indebtedness, liabilities and obligations under the Collateral Documents to which it is a party, which include, including without limitation, all principal of and interest on the grant of Liens in all of such party’s interests in the Collateral Notes (as defined in the Guaranty Original Credit Agreement as amended and Collateral Agreementrestated hereby) owned by it and Reimbursement Obligations, whether presently existing or hereafter arising, shall constitute "Secured Obligations" as defined in each of the Security Agreements and shall be secured by, and entitled to all of the benefits of, the liens and security interest created and provided for under the Security Agreements. In furtherance of the foregoing, each Borrower hereby grants to the Agent for the payment and performance benefit of the Obligations; (e) Lenders, and hereby agrees that the Collateral Documents to which it is a party Agent for the benefit of the Lenders shall and do remain in full force and effect; (f) agrees that the Collateral Documents to which it is a party shall and do continue to constitute the legalhave a continuing security interest in, valid all and binding obligations of such party, enforceable against it in accordance with the terms singular of the Collateral Documents Borrowers' receivables, general intangibles, accounts receivable, machinery, equipment, inventory, books and records, documents, accessions and additions to all of the foregoing and all products and proceeds of each of the foregoing, and all proceeds or collection of any of the foregoing and all of the other collateral described or referred to in the granting clauses of the Security Agreements, each and all of which it is a party granting clauses are hereby incorporated by reference herein in their entirety. The foregoing grant shall be in addition to and that such obligations supplemental of and not in substitution for the grant by each of the Borrowers under their respective Security Agreements, and shall not be discharged affect or affected by any modification, extension, renewal impair the lien or amendment priority of the terms of Security Agreements in the Credit Agreement collateral subject thereto or the other Loan Documents; and (g) agrees and acknowledges that there are no defenses, counterclaims or set-offs to the Collateral Documents to which it is a party or its covenants, agreements, indebtedness, liabilities and obligations under the Collateral Documents, and agrees that any (if any) such defenses, counterclaims or set-offs are hereby expressly waivedindebtedness secured thereby.

Reaffirmation of Collateral Documents. Notwithstanding anything to the contrary contained Each Credit Party hereby fully and unconditionally reaffirms, ratifies and confirms (i) in all respects each and every obligation, covenant, assignment, guaranty and grant of security interest made by it in the Collateral Documents, each of the undersigned hereby: (aii) consents to and approves all of the terms of that certain Fourth Amendment to Credit Agreement, dated as of the date hereof, by and among Akorn, Inc., Akorn (New Jersey), Inc., the financial institutions party thereto as Lenders, and LaSalle Bank National Association, as administrative agent (the “Amendment”), in connection with which this Reaffirmation of Collateral Documents has been executed; (b) ratifies and confirms all of its indebtedness, liabilities and obligations under the Collateral Documents to which it is a party; party remain the legal, valid and binding obligation of such Person enforceable against such Person in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium and similar laws affecting the enforceability of creditors' rights generally and to general principles of equity, (ciii) reaffirms that, that after giving effect to the this Amendment, all of its representations and warranties made in the Collateral Documents to which it is a party remain true and correct in all material respects as of the date of this Amendment (except to the extent that such representations or warranties are expressly made only as of another specific date, in which case they shall be true and correct in all material respects as of such date); (d) reaffirms all of its covenants, agreements, indebtedness, liabilities and obligations under the Collateral Documents to which it is a party, which include, without limitation, the grant of Liens in all of such party’s interests in the Collateral (as defined in the Guaranty and Collateral Agreement) owned by it as security for the payment and performance of the Obligations; (e) agrees that the Collateral Documents to which it is a party shall and do remain in full force and effect; (f) agrees that the Collateral Documents to which it is a party shall and do continue to constitute the legal, valid and binding obligations of such party, enforceable against it in accordance with the terms of the Collateral Documents to which it is a party and that such obligations shall not be discharged or affected by any modification, extension, renewal or amendment of the terms of the Credit Agreement or the other Loan Documents; and (giv) agrees and acknowledges that there are no defenses, counterclaims or set-offs against Agent or any Lender with respect to the Collateral Documents to which it is a party or its covenants, agreements, indebtedness, liabilities and obligations under the Collateral Documents, and agrees that any (if any) such defenses, counterclaims or set-offs are hereby expressly waived. In addition, each Credit Party agrees that as of the date hereof (a) all liens and security interests granted by it to the Agent, for the benefit of the Lenders, under the Collateral Documents to which it is a party remain in full force and effect and shall continue to secure the Obligations (as modified by the Credit Agreement) and (b) the validity, perfection or priority of all liens and security interests granted to the Agent, for the benefit of the Lenders, under the Collateral Documents to which it is a party will not be impaired by the execution, delivery and performance by the Credit Parties of this Amendment.

Reaffirmation of Collateral Documents. Notwithstanding anything to the contrary contained in the Collateral Documents, each of the undersigned hereby: (a) consents Each Borrower hereby (i) reaffirms the execution and delivery of each Collateral Document to and approves all of the terms of that certain Fourth Amendment to Credit Agreement, dated as of the date hereof, by and among Akorn, Inc., Akorn (New Jersey), Inc., the financial institutions party thereto as Lenders, and LaSalle Bank National Association, as administrative agent (the “Amendment”), in connection with which this Reaffirmation of Collateral Documents has been executedit is a party; (bii) ratifies and confirms all reaffirms each such Collateral Document in its entirety, including its obligations as set forth in each of its indebtedness, liabilities and obligations under the Collateral Documents to which it is a party; (ciii) reaffirms that, after giving effect to remakes the Amendment, all of its representations and warranties made set forth in each Collateral Document for the Collateral Documents to which it is a party remain benefit of Agent as of the date hereof and confirms that the information in each such document remains true and correct as of the date of this Amendment hereof; and (except iv) agrees to the extent that such representations or warranties are expressly made only as of another specific datecontinue to comply with, in which case they shall and be true and correct as of such date); (d) reaffirms subject to, all of its the terms, provisions, conditions, covenants, agreements, indebtedness, liabilities agreements and obligations under applicable to it as set forth in each of the Collateral Documents to which it is a party, each of which includeremains in full force and effect. (b) Each Borrower hereby (i) acknowledges, without limitation, the grant of Liens confirms and agrees that each Collateral Document to which it is a party (A) is and shall continue to remain in all of such party’s interests in the Collateral (as defined in the Guaranty full force and Collateral Agreement) owned by it effect as security for the Obligations, (B) is the valid and binding obligation of such Person, and (C) is not subject to offset, deduction, defense or claim against the Agent or any Lender, and (ii) confirms, ratifies and reaffirms that the security interest granted to the Agent, for the benefit of the Agent and the Lenders, pursuant each Collateral Document to which it is a party in all of its right, title, and interest in all then existing and thereafter acquired or arising Collateral described therein, in order to secure prompt payment and performance of the Obligations; , is continuing and is unimpaired and constitutes a first priority security interest (esubject only to Permitted Liens) agrees that in favor of the Agent, for the benefit of the Agent and the Lenders, with the same force, effect and priority in effect both immediately prior to and after entering into this Agreement and the other Loan Documents. (c) Each Collateral Documents to which it Document is a party shall and do remain in full force and effect; (f) agrees effect and is hereby ratified and confirmed in all respects, except that the Collateral Documents to which it is a party shall on and do continue to constitute the legal, valid and binding obligations of such party, enforceable against it in accordance with the terms as of the date hereof, all references in any Collateral Documents Document to which it is a party and that such obligations shall not be discharged or affected by any modification, extension, renewal or amendment of the terms of “the Credit Agreement Agreement,” “thereto,” “thereof,” “thereunder” or the other Loan Documents; and (g) agrees and acknowledges that there are no defenses, counterclaims or set-offs words of like import referring to the Collateral Documents to which it is a party or its covenants, agreements, indebtedness, liabilities and obligations under the Collateral Documents, and agrees that any (if any) such defenses, counterclaims or set-offs are hereby expressly waivedOriginal Credit Agreement shall mean this Agreement.

Reaffirmation of Collateral Documents. Notwithstanding anything to the contrary contained in the Collateral Documents, each of the undersigned hereby: (a) consents to and approves all of the terms of that certain Fourth Amendment No. 2 to Credit Agreement, Agreement dated as of the date hereof, by and hereof among AkornGAINSCO, Inc., Akorn (New Jersey)GAINSCO Service Corp. and Bank One, Inc., the financial institutions party thereto as Lenders, and LaSalle Bank National Association, as administrative agent NA (the “"Amendment”"), in connection with which this Reaffirmation of Collateral Documents has been executed; (b) ratifies and confirms all of its indebtedness, liabilities and obligations under the Collateral Documents to which it is a party; (c) reaffirms that, after giving effect to the Amendment, all of its representations and warranties made in the Collateral Documents to which it is a party remain true and correct as of the date of this the Amendment (except to the extent that such representations or warranties are expressly made only as of another specific date, in which case they shall be true and correct as of such date); (d) reaffirms all of its covenants, agreements, indebtedness, liabilities and obligations under the Collateral Documents to which it is a party, which include, without limitation, the grant of Liens in all of such party’s 's interests in the Collateral (as defined in the Guaranty and Collateral Agreement) owned by it as security for the payment and performance of the Obligations; (e) agrees that the Collateral Documents to which it is a party shall and do remain in full force and effect; (f) agrees that the Collateral Documents to which it is a party shall and do continue to constitute the legal, valid and binding obligations of such party, enforceable against it in accordance with the terms of the Collateral Documents to which it is a party and that such obligations shall not be discharged or affected by any modification, extension, renewal or amendment of the terms of the Credit Agreement or the other Loan Documents; and (g) agrees and acknowledges that there are no defenses, counterclaims or set-offs to the Collateral Documents to which it is a party or its covenants, agreements, indebtedness, liabilities and obligations under the Collateral Documents, and agrees that any (if any) such defenses, counterclaims or set-offs are hereby expressly waived; and (h) agrees and acknowledges that the provisions set forth in Sections 2.2 and 2.3 of the Amendment are hereby incorporated herein by reference and are and shall be applicable to each of the undersigned.