Reaffirmation of Guaranty and Security. The Borrower and each other Loan Party, by its signature below, hereby (a) agrees that, notwithstanding the effectiveness of this Incremental Term Facility Amendment or the Credit Agreement, after giving effect to this Incremental Term Facility Amendment and the transactions contemplated hereby, the Collateral Documents continue to be in full force and effect and (b) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document, in each case after giving effect to this Incremental Term Facility Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Collateral Documents to secure such Obligations, all as provided in the Collateral Documents as originally executed, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Incremental Term Facility Amendment and the transactions contemplated hereby.
Reaffirmation of Guaranty and Security. (a) Each Guarantor party hereto reaffirms its guarantee of the Guaranteed Obligations (as defined in and under the terms and conditions of the Guaranty Agreement) and agrees that such guarantee remains in full force and effect and is hereby ratified, reaffirmed and confirmed. Each such Guarantor hereby confirms that it consents to the terms of this Refinancing Amendment. Each such Guarantor hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Documents, the payment and performance of the Guaranteed Obligations, including without limitation the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of each such Guarantor now or hereafter existing; (ii) acknowledges and agrees that its guarantee and each of the Loan Documents to which it is a party or otherwise bound 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 the Refinancing Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Guarantor to avoid or delay timely performance of its obligations under the Loan Documents (except to the extent such obligations constitute Excluded Swap Obligations with respect to such Guarantor).
(b) Each Loan Party that is party hereto hereby acknowledges that it has reviewed and consents to the terms and conditions of this Refinancing Amendment and the transactions contemplated hereby. In addition, each such Loan Party reaffirms the security interests granted by such Loan Party under the terms and conditions of the Security Agreement to secure the Obligations and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each such Loan Party hereby confirms that the security interests granted by such Loan Party under the terms and conditions of the Security Agreement secures the 2018 Other Term Loans as part of the Obligations. Each such Loan Party hereby (i) confirms that each Loan Document to which it is a party or is otherwise bound and all Collateral (as defined in the Security Agreement) enc...
Reaffirmation of Guaranty and Security. The Company and each other Loan Party, by its signature below, hereby (a) agrees that, notwithstanding the effectiveness of this Agreement, the Collateral Documents continue to be in full force and effect and (b) affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations, all as provided in the Collateral Documents as originally executed, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, including the Repriced Revolving Credit Commitments and the extensions of credit thereunder, the Refinancing Tranche B Term Commitments, the New Tranche B Term Commitments and the New Tranche B Term Loans.
Reaffirmation of Guaranty and Security. The Borrower and each other Loan Party, by its signature below, hereby (a) agrees that, notwithstanding the effectiveness of this Amendment or the Credit Agreement, after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (b) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document, in each case after giving effect to this Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Collateral Documents to secure such Obligations, all as provided in the Collateral Documents as originally executed, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Amendment.
Reaffirmation of Guaranty and Security. As a condition of this Amendment, on the Effective Date, Borrowers will cause each Guarantor to execute and deliver to Agent the Reaffirmation of Guaranty and Security provided after the signatures below and incorporated by reference herein.
Reaffirmation of Guaranty and Security. (a) Each Loan Party, by its signature below, hereby agrees that, notwithstanding the effectiveness of this Amendment, the Collateral Documents continue to be in full force and effect;
(b) each Loan Party, by its signature below, affirms and confirms (i) its obligations under each of the Loan Documents to which it is a party, (ii) its guarantee of the secured Obligations and (iii) the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations, all as provided in the Loan Documents as originally executed, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents;
(c) in addition to, and not in lieu of, any other Liens for the benefit of the Accepting Term Lenders and the Additional Tranche B-4 Term Lenders, as security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, security interests are hereby granted by the following Grantors (as such term is defined in the Security Agreement) to Citibank, N.A., as collateral agent under the Loan Documents (including, without limitation, the Credit Agreement) for the Secured Parties, in, all right, title or interest in or to any and all of the following Collateral, in each case whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest: (i) by each of the Grantors in the Pledged Collateral (as such term is defined in the Security Agreement) and (ii) by each of the Grantors other than Freescale Semiconductor Holdings IV, Ltd. in the Article 9 Collateral (as such term is defined in the Security Agreement); and
(d) each Grantor hereby authorizes the filing of any financing statements or continuation statements, and amendments of financing statements, in any jurisdictions and with any filing offices as the Collateral Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Collateral Agent in connection with this Amendment. Such financing statements may contain an indication or description of collateral that describes such property in any manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral gr...
Reaffirmation of Guaranty and Security. The Borrower and each other Loan Party, by its signature below, hereby (a) agrees that, notwithstanding the effectiveness of this Waiver, the Guaranty and Collateral Agreement and the other Security Documents continue to be in full force and effect and (b) affirms and confirms all of its obligations and liabilities under the Loan Documents, including its guarantee of the Obligations, the Secured Cash Management Obligations and the Secured Hedging Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure the Obligations, the Secured Cash Management Obligations and the Secured Hedging Obligations, all as provided in the Guaranty and Collateral Agreement and the other Security Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, the Obligations, the Secured Cash Management Obligations and the Secured Hedging Obligations under the Loan Documents.
Reaffirmation of Guaranty and Security. Each Loan Party, by its signature below, hereby:
(a) acknowledges and agrees that, after giving effect to this Amendment, the Security Documents shall continue to be in full force and effect and (b) (i) reaffirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document, in each case after giving effect to this Amendment, including its guarantee of the Guaranteed Obligations and the pledge, mortgage and/or charge of, and/or grant of a security interest in, its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and (ii) acknowledges and agrees that such obligations, liabilities, guarantees, pledges, mortgages, charges and grants continue in full force and effect in respect of, and to secure, the Secured Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Amendment; and
1.5.6.2 after giving effect to this Amendment, reaffirms each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which shall (i) continue in full force and effect and (ii) continue to secure the Secured Obligations, in each case on and subject to the terms and conditions set forth in the Credit Agreement and the other Loan Documents. as Lender By: Name: Xxxxxxx Xx Title: Associate Director [Signature Page to Fifth Amendment to Credit Agreement] Annex A Fifth Amendment to Credit Agreement ANNEX A FIFTH AMENDMENT EXECUTION VERSION 1 RBC Capital Markets is the global brand name for the corporate and investment banking business of Royal Bank of Canada and its affiliates. ARTICLE I DEFINITIONS 1 Section 1.01 Defined Terms 1 Section 1.02 Terms Generally 52 Section 1.03 Accounting Terms; GAAP 52 Section 1.04 Treatment of Existing Credit Agreement 53 ARTICLE II THE CREDITS 53 Section 2.01 Revolving Commitments 53 Section 2.02 Revolving Loans 53 Section 2.03 Borrowing Procedure 55 Section 2.04 Evidence of Debt; Repayment of Revolving Loans 55 Section 2.05 Fees 56 Section 2.06 Interest on Revolving Loans 57 Section 2.07 Termination and Reduction of Revolving Commitments 58 Section 2.08 Interest Elections 60 Section 2.09 [Reserved] 61 Section 2.10 Optional and Mandatory Prepayments of Revolving Loans 61 Section 2.11 Alternate Rate of Interest 63 Section 2.12 Increased Costs; Change in Legality 64 Section 2.13 Breakage Payments 66 Sectio...
Reaffirmation of Guaranty and Security. Each Term B-3 Borrower and each other Loan Party, by its signature below, hereby (a) agrees that, notwithstanding the effectiveness of this Incremental Amendment or the Amended Credit Agreement, the Collateral Documents continue to be in full force and effect and (b) affirms and confirms all of its obligations and liabilities under each Loan Document to which it is a party, in each as such obligations and liabilities have been amended by this Incremental Amendment, including, with respect to each Guarantor, its guarantee of the Obligations and, with respect to each Loan Party, the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Collateral Documents to secure the Obligations (including the Term B-3 Loans), all as provided in the Collateral Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under, and in accordance with, the Credit Agreement and the other Loan Documents, in each case after giving effect to this Incremental Amendment.
Reaffirmation of Guaranty and Security. Each of the Loan Parties hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is a party, and agrees that, notwithstanding the effectiveness of this Amendment and the Restated Credit Agreement, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall continue to accrue to the benefit of the Lenders and the Secured Parties.
