REAFFIRMATION AND CONSENT Clause Samples

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in (a) that certain Second Amended and Restated Credit Agreement entered into between JMP HOLDING LLC, formerly known as JMP Group LLC, a Delaware limited liability company (“Borrower”), the lenders from time to time party to the below-defined Credit Agreement (together with their respective successors and assigns, each a “Lender” and collectively, the “Lenders”), and CITY NATIONAL BANK, a national banking association (“CNB”), as the administrative agent for the Lenders, (in such capacity, together with its successors and assigns in such capacity, the “Agent”), dated as of April 30, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (b) that certain Amendment Number One to Second Amended and Restated Credit Agreement, dated as of April 25, 2016 (the “First Amendment”) by and among Borrower, Agent and the Lenders, (c) that certain Amendment Number Two to Second Amended and Restated Credit Agreement, dated as of August 24, 2016 (the “Second Amendment”) by and among Borrower, Agent and the Lenders, (d) that certain Amendment Number Three to Second Amended and Restated Credit Agreement, dated as of May 12, 2017 (“Third Amendment”) by and among Borrower, Agent and the Lenders, (e) that certain Amendment Number Four to Second Amended and Restated Credit Agreement, dated as of August 6, 2018 (the “Fourth Amendment”) by and among Borrower, Agent and Lenders, and (f) that certain Amendment Number Five to Second Amended and Restated Credit Agreement, dated as of July 1, 2019 (the “Amendment”) by and among Borrower, Agent and Lenders. The undersigned hereby (a) represents and warrants to Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which any of its properties may be bound or affected; (b) consents to the transactions contemplated by the Amendment and by each amendment to any Loan Document executed on or before the date hereof; (c) acknowledges and reaffirms its obligations owing to Agent and the Lenders ...

REAFFIRMATION AND CONSENT. Each Guarantor hereby (a) represents and warrants to Lender that the execution, delivery, and performance of this Amendment are within its powers, have been duly authorized by all necessary action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which any of its properties may be bound or affected; (b) consents to the transactions contemplated by this Amendment; (c) acknowledges and reaffirms its obligations owing to Lender under any Loan Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, it understands that Lender has no obligations to inform it of such matters in the future or to seek its acknowledgement or agreement to future amendments, and nothing herein shall create such a duty.

REAFFIRMATION AND CONSENT. (a) Each Loan Party hereby consents to the execution, delivery and performance of this Amendment and agrees that each reference to the Credit Agreement in the Loan Documents shall, on and after the Second Amendment Effective Date, be deemed to be a reference to the Amended Credit Agreement. (b) Each Guarantor party hereto hereby consents to the terms and conditions of this Amendment and the Amended Credit Agreement. (c) Each Borrower and each Guarantor hereby acknowledges and agrees that (i) all of its respective obligations and liabilities under the Credit Agreement are reaffirmed, and remain in full force and effect, and (ii) after giving effect to this Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party, as such obligations and liabilities have been amended by this Amendment, are reaffirmed, and remain in full force and effect. (d) Each Loan Party hereby irrevocably and unconditionally ratifies and reaffirms each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Amended Credit Agreement, and shall continue to secure the Obligations, in each case, on and subject to the terms and conditions set forth in the Amended Credit Agreement and the other Loan Documents. (e) Nothing in this Section 4 shall create or otherwise give rise to any right to consent on the part of the Guarantors to the extent not required by the express terms of the Loan Documents.

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Amended and Restated Financing Agreement dated as of September 17, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”) by and among PRG-S▇▇▇▇▇▇ INTERNATIONAL, INC., a Georgia corporation (the “Parent”), PRG-S▇▇▇▇▇▇ USA, INC., a Georgia corporation (“PRG-S▇▇▇▇▇▇ USA” and together with the Parent, individually and collectively, jointly and severally, the “Borrower”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and W▇▇▇▇ FARGO FOOTHILL, INC., a California corporation, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”) or in Amendment Number One to Amended and Restated Financing Agreement, dated as of March 28, 2008 (the “Amendment”), by and among the Borrower, the Lenders, and the Agents. The undersigned each hereby (a) represents and warrants to the Collateral Agent that the execution, delivery, and performance of this Reaffirmation and Consent are within its powers, have been duly authorized by all necessary action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which any of its properties may be bound or affected; (b) consents to the amendment of the Financing Agreement as set forth in the Amendment; (c) acknowledges and reaffirms its obligations owing to Agents and the Lenders under any Loan Documents to which it is a party; and (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect. Although the undersigned each has been informed of the matters set forth herein and has acknowledged and agreed to same, they each understand...

REAFFIRMATION AND CONSENT. All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Amended and Restated Credit Agreement, 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”), ▇▇▇▇▇ 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 Three to Amended and Restated Credit Agreement, dated as of June 28, 2011 (the “Amendment”), by and among Parent, Borrower, Agent and the Lenders signatory thereto. The undersigned Guarantor hereby (a) represents and warrants to the Agents and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (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 or local law or regulation applicable to it, the Governing Documents of it, or any material order, judgment or decree of any court or other Governmental Authority binding on it 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 of such 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) require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than notices and filings as may be required under the Securities Exchange Act of 1934, as amended, (D) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Guarantor, 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 than consents or approvals that have been obtained and that are still in force ...

REAFFIRMATION AND CONSENT. (a) The Member hereby reaffirms its agreement to be bound by all of the terms and conditions of the Existing Agreement, as amended, restated and replaced hereby. (b) The Managers hereby (i) ratify and reaffirm their consent to (x) the LLC Transfer and the transactions contemplated thereby and (y) the admission of the Member as a new Member of the LLC and (ii) acknowledge and accept their removal as Managers of the LLC pursuant to Section 8.8.

REAFFIRMATION AND CONSENT. Concurrently herewith, QSRD and the Borrower shall cause each current Subsidiary Guarantor to execute and deliver to the Agents the Reaffirmation and Consent attached hereto as Exhibit A (the "Reaffirmation and Consent").

REAFFIRMATION AND CONSENT. O▇▇▇▇ 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. Each Borrower hereby (a) acknowledges and agrees that (i) its obligations, including the Obligations owing to Agent and the Lenders pursuant to the Credit Agreement and the other Loan Documents, as amended hereby and (ii) the prior grant or grants of security interests in favor of Agent, for itself and the benefit of the Lenders, in its properties and assets, under the Credit Agreement and the other Loan Documents to which it is a party shall be in respect of and shall secure payment and performance of the Obligations under the Credit Agreement and the other Loan Documents, as amended hereby; (b) reaffirms (i) all of its obligations (including the Obligations) owing to Agent under the Credit Agreement and the Loan Documents, as amended hereby, and (ii) all liens and prior grants (if any) of security interests in favor of Agent under the Credit Agreement and the Loan Documents, as amended hereby; (c) agrees that the Credit Agreement and the Loan Documents, as amended hereby, are and shall remain, in full force and effect following the execution and delivery of the Amendment; and (d) agrees that (i) all references in the Loan Documents to the “Loan Documents” shall include the Loan Documents, as amended hereby, (ii) all references in the Loan Documents to the “Credit Agreement” shall include the Credit Agreement, as amended hereby, and (iii) all references in the Loan Documents to the “Obligations” shall include the Obligations (as defined in the Credit Agreement, as amended hereby).