Common use of ACKNOWLEDGEMENT AND CONSENT Clause in Contracts

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Amendment, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Documents as originally executed except to the extent amended hereby, shall continue in full force and effect in respect of, and to secure, the Obligations and shall accrue to the benefit of the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated thereby.

Appears in 2 contracts

Samples: Credit Agreement (Diamond Foods Inc), Credit Agreement (Fairway Group Holdings Corp)

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ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Amendment, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations Obligations; and shall accrue (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 2 contracts

Samples: Credit Agreement (TransDigm Group INC), Credit Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Additional Dollar Revolving Credit Commitments and shall accrue the loans and other extensions of credit thereunder); and (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment No. 9 Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Credit Assumption Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Extended Tranche G Term Loans and shall accrue the 2022 Refinancing Term Loans); and (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment No. 10 Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Credit Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Amendment, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including, without limitation, the 2017 Term Loans) and shall accrue to the benefit of the Secured Parties (including the holders of 2017 Term Loans). Without limiting the foregoing, as security for the payment or performance, as the case may be, in full of the Obligations, each Loan Party hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment , a security interest in all right, title and interest now owned or at any time hereafter acquired in the transactions contemplated therebyCollateral (as defined in each Collateral Document).

Appears in 1 contract

Samples: Credit Agreement (PPD, Inc.)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Converted Tranche I Term Loans, the Extended Tranche K Term Loans, the Tranche I Refinancing Term Loans and shall accrue the Tranche K Refinancing Term Loans); and (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment No. 15 Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Credit Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Extended Tranche E Term Loans, the Extended Tranche F Term Loans and shall accrue the 2023 Refinancing Term Loans); and (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment No. 11 Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Credit Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Tranche E Term Loans); and shall accrue (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the 2015 Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Incremental Assumption and Refinancing Facility Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Tranche J Term Loans); and shall accrue (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment No. 13 Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Credit Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Loan Modification Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentLoan Modification Agreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Extended Tranche C Term Loans); and shall accrue (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Loan Modification Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Credit Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Additional Tranche C Term Loans); and shall accrue (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Additional Tranche C Term Loan Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Incremental Term Loan Assumption Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the 2017 Refinancing Term Loans); and shall accrue (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment No. 4 Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Refinancing Facility Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Amendment, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations and shall accrue to the benefit of the Secured Parties. Each Lender that delivers an executed counterpart Without limiting the foregoing, as security for the payment or performance, as the case may be, in full of this Amendment the Obligations, each Loan Party hereby consents grants to this Amendment the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all right, title and interest now owned or at any time hereafter acquired in the transactions contemplated therebyCollateral (as defined in each Collateral Document).

Appears in 1 contract

Samples: Credit Agreement (PPD, Inc.)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the New Tranche G Term Loans); and shall accrue (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the February 2018 Refinancing Facility Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Refinancing Facility Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Additional Tranche F Term Loans); and shall accrue (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Initial Additional Tranche F Term Loan Effective Date and on and as of the Delayed Draw Additional Tranche F Term Loan Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Incremental Term Loan Assumption Agreement (TransDigm Group INC)

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ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the 2020 Refinancing Term Loans); and shall accrue (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment No. 7 Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Credit Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Additional Tranche B-2 Term Loans); and shall accrue (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Credit Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Amendment, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including, without limitation, the 2018 Term Loans) and shall accrue to the benefit of the Secured Parties (including the holders of 2018 Term Loans). Without limiting the foregoing, as security for the payment or performance, as the case may be, in full of the Obligations, each Loan Party hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment , a security interest in all right, title and interest now owned or at any time hereafter acquired in the transactions contemplated therebyCollateral (as defined in each Collateral Document).

Appears in 1 contract

Samples: Credit Agreement (PPD, Inc.)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Amendment, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations as modified hereby; and shall accrue to the benefit of the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents (c) after giving effect to this Amendment all the representations and warranties made by or relating to it contained in the Credit Agreement and the transactions contemplated therebyother Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date.

Appears in 1 contract

Samples: Credit Agreement (Sun Healthcare Group Inc)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations and shall accrue (including Obligations incurred under or with respect to the benefit Revolving Credit Commitments as modified hereby); and (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Secured PartiesAmendment No. Each Lender 8 Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that delivers an executed counterpart of this Amendment hereby consents to this Amendment and already is qualified or modified by materiality in the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Credit Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party (a) Parent and each Subsidiary of Borrower (each individually a "Credit Support Party" and collectively, the "Credit Support Parties") hereby acknowledges that it has read this Amendment and consents to the terms hereof and further hereby affirms, confirms and agrees that (ai) notwithstanding the effectiveness of this Amendment, the obligations of such Loan Credit Support Party under each of the Loan Documents to which it such Credit Support Party is a party shall not be impaired and each of the Loan Documents to which such Loan Credit Support Party is a party isare, and shall continue to be, in full force and effect and is are hereby confirmed and ratified in all respects, in each case, as amended hereby; and (bii) its Guarantee guaranty of all of the Obligations, Obligations and the pledge of and/or grant of a security interest in its assets as Collateral to secure the such Obligations, all as and to the extent provided in the Guaranties, the Security Agreement and the other Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue and acknowledges and agrees that each such guaranty, pledge and/or grant continues in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement and shall accrue the other Loan Documents, and (iii) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of the Effective Date, except to the benefit of the Secured Parties. Each Lender that delivers extent such representations and warranties expressly relate to an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebyearlier date.

Appears in 1 contract

Samples: 2 and Agreement (Brand Energy & Infrastructure Services, Inc)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the New Revolving Commitments and shall accrue the Loans and other extensions of credit thereunder); and (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment No. 14 Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Credit Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the 2018 New Term Loans and shall accrue the Additional Revolving Credit Commitments and the loans and other extensions of credit thereunder); and (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment No. 5 Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Credit Agreement (TransDigm Group INC)

ACKNOWLEDGEMENT AND CONSENT. Each Loan Party hereby acknowledges that it has read this Amendment Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this AmendmentAgreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; and (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Collateral Documents as originally executed except to the extent amended herebyexecuted, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Additional Revolving Credit Commitments and shall accrue the loans and other extensions of credit thereunder); and (c) all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment No. 6 Effective Date, except to the benefit extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the Secured Parties. Each Lender that delivers an executed counterpart of this Amendment hereby consents to this Amendment and the transactions contemplated therebytext thereof.

Appears in 1 contract

Samples: Incremental Revolving Credit Assumption Agreement (TransDigm Group INC)

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