Common use of Acknowledgement of Receipt Clause in Contracts

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Trustee under the Collateral Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee By: Name: Title: Reference is made to the Collateral Trust Agreement dated as of April 27, 2017 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among Endo International PLC, a company incorporated under the laws of Ireland (Registered Number 534814) (“Parent”), Endo Luxembourg Finance Company I S.à ▇.▇., a sociéte à responsabilité limitée (private limited liability company) incorporated under the laws of Luxembourg, having its registered office at ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, L-1253 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B182645, Endo LLC, a limited liability company organized under the laws of Delaware, Endo ▇▇▇▇▇ Inc., a Delaware corporation, Endo Designated Activity Company, a company incorporated under the laws of Ireland, Endo Finance LLC, a Delaware limited liability company, the other Grantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined therein), ▇▇▇▇▇ Fargo Bank, National Association, as Indenture Trustee, and Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”). Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Reaffirmation Agreement is being executed and delivered as of the date first written above in connection with an Additional Secured Debt Designation of even date herewith (the “Additional Secured Debt Designation”) by Parent and acknowledged by the Collateral Trustee, which Additional Secured Debt Designation has designated additional secured debt as Secured Debt (as described therein) entitled to the benefit of the Collateral Trust Agreement. Each of the undersigned hereby consents to the designation of additional secured debt as Secured Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, charges, assignments, grants of security interests and other obligations, as applicable, under and subject to the terms of each Security Document and each Secured Debt Document, in each case, to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, charges, assignments, grants of security interests and other obligations, and the terms of each Security Document and each Secured Debt Document, in each case, to which it is party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Security Document or Secured Debt Document, as the case may be. In furtherance thereof, each of the undersigned hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in all of its right, title and interest in the Collateral to secure the prompt and complete payment and performance of the Secured Obligations. Each Grantor hereby authorizes the Collateral Trustee to file, and if requested will execute and deliver to the Collateral Trustee, all financing statements describing the Collateral owned by such Grantor and other documents and take such other actions as may from time to time reasonably be requested by the Collateral Trustee (in all cases in accordance with and to the extent required by the Collateral Trust Agreement and the applicable Security Documents) in order to maintain a perfected security interest in and, if applicable control of, the Collateral owned by such Grantor, subject to Liens permitted under all of the Secured Debt Documents. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Collateral Trustee herein, including, without limitation, describing such property as “all assets of the Debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof” or using words of similar import. Each Grantor will, at its own expense, take any and all actions necessary to defend title to any material portion of the Collateral owned by such Grantor against all persons and to defend the security interest of the Collateral Trustee in such Collateral and the priority thereof against any Lien not expressly permitted hereunder.

Appears in 1 contract

Sources: Collateral Trust Agreement (Endo International PLC)

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Trustee under the Collateral Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation. WILMINGTON TRUST, NATIONAL ASSOCIATION, as [insert name of Collateral Trustee Trustee] By: Name: Title: EXHIBIT 1 TO ADDITIONAL SECURED DEBT DESIGNATION Reference is made to the Collateral Trust Agreement dated as of April 27December 23, 2017 2009 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among Endo International PLCGXS Worldwide, a company incorporated under the laws of Ireland (Registered Number 534814) Inc. (“ParentGXS”), Endo Luxembourg Finance Company I S.à ▇.▇., a sociéte à responsabilité limitée (private limited liability company) incorporated under the laws of Luxembourg, having its registered office at ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, L-1253 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B182645, Endo LLC, a limited liability company organized under the laws of Delaware, Endo ▇▇▇▇▇ Inc., a Delaware corporation, Endo Designated Activity Company, a company incorporated under the laws of Ireland, Endo Finance LLC, a Delaware limited liability company, the other Grantors from time to time party thereto, JPMorgan Chase Bank▇▇▇▇▇ Fargo Foothill, N.A.Inc., as Administrative Agent under the Revolving Credit Agreement (as defined therein), ▇▇▇▇▇ Fargo Bank, U.S. Bank National Association, as Trustee under the Indenture Trustee, (as defined therein) and Wilmington Trust, National AssociationTrust FSB, as collateral trustee (in such capacity, the “Collateral Trustee”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them meaning set forth in the Collateral Trust Agreement. This Reaffirmation Agreement is being executed and delivered as of the date first written above ____, 20__ in connection with an Additional Secured Debt Designation of even date herewith (the “Additional Secured Debt Designation”) by Parent and acknowledged by the Collateral Trustee, which Additional Secured Debt Designation has designated additional secured debt as Secured either Priority Lien Debt or Junior Lien Debt (as described therein) entitled to the benefit of the Collateral Trust Agreement. Each of the undersigned hereby consents to the designation of additional secured debt as Secured [Priority/Junior] Lien Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, charges, assignments, grants of security interests and other obligations, as applicable, under and subject to the terms of each Security Document and each Secured Debt Document, in each case, of the [Priority/Junior] Lien Documents to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, charges, assignments, grants of security interests and other obligations, and the terms of each Security [Priority/Junior] Lien Document and each Secured Debt Document, in each case, to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Security Document or Secured Debt Document, as the case may be. In furtherance thereof, each of the undersigned hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in all of its right, title and interest in the Collateral to secure the prompt and complete payment and performance of the Secured Obligations. Each Grantor hereby authorizes the Collateral Trustee to file, and if requested will execute and deliver to the Collateral Trustee, all financing statements describing the Collateral owned by such Grantor and other documents and take such other actions as may from time to time reasonably be requested by the Collateral Trustee (in all cases in accordance with and to the extent required by the Collateral Trust Agreement and the applicable Security [Priority/Junior] Lien Documents) in order to maintain a perfected security interest in and, if applicable control of, the Collateral owned by such Grantor, subject to Liens permitted under all of the Secured Debt Documents. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Collateral Trustee herein, including, without limitation, describing such property as “all assets of the Debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof” or using words of similar import. Each Grantor will, at its own expense, take any and all actions necessary to defend title to any material portion of the Collateral owned by such Grantor against all persons and to defend the security interest of the Collateral Trustee in such Collateral and the priority thereof against any Lien not expressly permitted hereunder.

Appears in 1 contract

Sources: Collateral Trust Agreement (GXS Investments, Inc.)

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Trustee under the Collateral Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt DesignationReaffirmation Agreement. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee By: Name: Title: , 20 Reference is made to the Collateral Trust Agreement dated as of April 27, 2017 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among Endo International PLC, a company incorporated under the laws of Ireland (Registered Number 534814) (“Parent”), Endo Luxembourg Finance Company I S.à ▇.▇., a sociéte à responsabilité limitée (private limited liability company) incorporated under the laws of Luxembourg, having its registered office at ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, L-1253 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B182645, Endo LLC, a limited liability company organized under the laws of Delaware, Endo ▇▇▇▇▇ Inc., a Delaware corporation, Endo Designated Activity Company, a company incorporated under the laws of Ireland, Endo Finance LLC, a Delaware limited liability company, the other Grantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined therein), ▇▇▇▇▇ Fargo Bank, National Association, as Indenture Trustee, and Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”). Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Reaffirmation Collateral Trust Agreement ▇▇▇▇▇▇▇ is being executed and delivered as of the date first written above in connection with an Additional Secured Debt Designation of even date herewith (the “Additional Secured Debt Designation”) by Parent and acknowledged by the Collateral Trustee, which Additional Secured Debt Designation has designated additional secured debt as Secured Debt (as described therein) entitled pursuant to the benefit Section 3.8 of the Collateral Trust Agreement. Each of Agreement as a condition precedent to the debt for which the undersigned hereby consents is acting as [trustee][agent][other capacity] being entitled to the designation benefits of additional secured debt as Secured Debt as set forth in the being Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, charges, assignments, grants of security interests and other obligations, as applicable, under and subject to the terms of each Security Document and each Secured Debt Document, in each case, to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, charges, assignments, grants of security interests and other obligations, and the terms of each Security Document and each Secured Debt Document, in each case, to which it is party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Security Document or Secured Debt Document, as the case may be. In furtherance thereof, each of the undersigned hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in all of its right, title and interest in the Collateral to secure the prompt and complete payment and performance of the Secured Obligations. Each Grantor hereby authorizes the Collateral Trustee to file, and if requested will execute and deliver to the Collateral Trustee, all financing statements describing the Collateral owned by such Grantor and other documents and take such other actions as may from time to time reasonably be requested by the Collateral Trustee (in all cases in accordance with and to the extent required by the Collateral Trust Agreement and the applicable Security Documents) in order to maintain a perfected security interest in and, if applicable control of, the Collateral owned by such Grantor, subject to Liens permitted under all of the Secured Debt Documents. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Collateral Trustee herein, including, without limitation, describing such property as “all assets of the Debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof” or using words of similar import. Each Grantor will, at its own expense, take any and all actions necessary to defend title to any material portion of the Collateral owned by such Grantor against all persons and to defend the security interest of the Collateral Trustee in such Collateral and the priority thereof against any Lien not expressly permitted hereunderAgreement.

Appears in 1 contract

Sources: Indenture (Endo International PLC)

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Trustee Agent under the Collateral Trust Agency Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation. WILMINGTON TRUST, U.S. BANK NATIONAL ASSOCIATION, as Collateral Trustee Agent By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Reference is made to the Collateral Trust Agreement Agency Agreement, dated as of April 27June 14, 2017 2016 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agency Agreement”) among Endo International PLCGogo Inc., a company incorporated under Delaware corporation (the laws of Ireland (Registered Number 534814) (“Parent”), Endo Luxembourg Finance Company I S.à ▇.▇., a sociéte à responsabilité limitée (private limited liability company) incorporated under the laws of Luxembourg, having its registered office at ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, L-1253 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B182645, Endo LLC, a limited liability company organized under the laws of Delaware, Endo ▇▇▇▇▇ Inc., a Delaware corporation, Endo Designated Activity Company, a company incorporated under the laws of Ireland, Endo Finance Gogo Intermediate Holdings LLC, a Delaware limited liability companycompany (the “Company”), Gogo Finance Co. Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the other Grantors from time to time party thereto, JPMorgan Chase Bank, N.A.U.S. Bank National Association, as Administrative Agent Trustee under the Credit Agreement Indenture (as defined therein), ▇▇▇▇▇ Fargo Bank, ) and U.S. Bank National Association, as Indenture Trustee, and Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”)Agent. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agency Agreement. This Reaffirmation Agreement is being executed and delivered as of the date first written above September 25, 2017 in connection with an Additional Secured Debt Designation of even date herewith (the “Additional Secured Debt Designation”) by Parent and acknowledged by the Collateral Trustee, which Additional Secured Debt Designation has designated additional secured debt as Secured either Priority Lien Debt or Junior Lien Debt (as described therein) entitled to the benefit of the Collateral Trust Agency Agreement. Each of the undersigned hereby consents to the designation of additional secured debt as Secured Priority Lien Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, charges, assignments, grants of security interests and other obligations, as applicable, under and subject to the terms of each Security Document and each Secured Debt Document, in each case, of the Priority Lien Documents to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, charges, assignments, grants of security interests and other obligations, and the terms of each Security Priority Lien Document and each Secured Debt Document, in each case, to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Security Document or Secured Debt Document, as the case may be. In furtherance thereof, each of the undersigned hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in all of its right, title and interest in the Collateral to secure the prompt and complete payment and performance of the Secured Obligations. Each Grantor hereby authorizes the Collateral Trustee to file, and if requested will execute and deliver to the Collateral Trustee, all financing statements describing the Collateral owned by such Grantor and other documents and take such other actions as may from time to time reasonably be requested by the Collateral Trustee (in all cases in accordance with and to the extent required by the Collateral Trust Agreement and the applicable Security Priority Lien Documents) in order to maintain a perfected security interest in and, if applicable control of, the Collateral owned by such Grantor, subject to Liens permitted under all of the Secured Debt Documents. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Collateral Trustee herein, including, without limitation, describing such property as “all assets of the Debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof” or using words of similar import. Each Grantor will, at its own expense, take any and all actions necessary to defend title to any material portion of the Collateral owned by such Grantor against all persons and to defend the security interest of the Collateral Trustee in such Collateral and the priority thereof against any Lien not expressly permitted hereunder.

Appears in 1 contract

Sources: Additional Secured Debt Designation (Gogo Inc.)

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Trustee under the Collateral Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee By: Name: Title: Reference is made to the Collateral Trust Agreement Agreement, dated as of April 27June 16, 2017 2020 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) ; capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement), among Endo International PLC, a company incorporated under the laws of Ireland (Registered Number 534814) (“Parent”), Endo Luxembourg Finance Company I S.à ▇.▇., a sociéte à responsabilité limitée (private limited liability company) incorporated under the laws of Luxembourg, having its registered office at ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, L-1253 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B182645, Endo LLC, a limited liability company organized under the laws of Delaware, Endo ▇▇▇▇▇ Inc., a Delaware corporation, Endo Designated Activity Company, a company incorporated under the laws of Ireland, Endo Finance LLC, a Delaware limited liability company, the other Grantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined therein), ▇▇▇▇▇ Fargo Bank, National Association, as Indenture Trustee, and Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”). Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Reaffirmation Agreement is being executed and delivered as of the date first written above in connection with an Additional Secured Debt Designation of even date herewith (the “Additional Secured Debt Designation”) by Parent and acknowledged by the Collateral Trustee, which Additional Secured Debt Designation has designated additional secured debt as Additional Secured Debt (as described defined therein) issued under the [agreement governing the Additional Secured Debt] as Secured Debt entitled to the benefit of the Collateral Trust Agreement. Each of the undersigned hereby consents to the designation of additional secured debt as Secured Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, charges, assignments, grants of security interests and other obligations, as applicable, under and subject to the terms of each Security Document and each Secured Debt Document, in each case, to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, charges, assignments, grants of security interests and other obligations, and the terms of each Security Document and each Secured Debt Document, in each case, to which it is party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Security Document or Secured Debt Document, as the case may be. In furtherance thereof, each of the undersigned hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in all of its right, title and interest in the Collateral to secure the prompt and complete payment and performance of the Secured Obligations. Each Grantor hereby authorizes the Collateral Trustee to file, and if requested will execute and deliver to the Collateral Trustee, all financing statements describing the Collateral owned by such Grantor and other documents and take such other actions as may from time to time reasonably be requested by the Collateral Trustee (in all cases in accordance with and to the extent required by the Collateral Trust Agreement and the applicable Security Documents) in order to maintain a perfected security interest in and, if applicable control of, the Collateral owned by such Grantor, subject to Liens permitted under all of the Secured Debt Documents. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Collateral Trustee herein, including, without limitation, describing such property as “all assets of the Debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof” or using words of similar import. Each Grantor will, at its own expense, take any and all actions necessary to defend title to any material portion of the Collateral owned by such Grantor against all persons and to defend the security interest of the Collateral Trustee in such Collateral and the priority thereof against any Lien not expressly permitted hereunder.

Appears in 1 contract

Sources: Second Lien Collateral Trust Agreement (Endo International PLC)

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Trustee under the Collateral Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt Designation. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee By: Name: Title: Reference is made to the Collateral Trust Agreement dated as of April 27, 2017 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among Endo International PLC, a company incorporated under the laws of Ireland (Registered Number 534814) (“Parent”), Endo Luxembourg Finance Company I S.à ▇.▇., a sociéte à responsabilité limitée (private limited liability company) incorporated under the laws of Luxembourg, having its registered office at ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, L-1253 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B182645, Endo LLC, a limited liability company organized under the laws of Delaware, Endo ▇▇▇▇▇ Inc., a Delaware corporation, Endo Designated Activity Company, a company incorporated under the laws of Ireland, Endo Finance LLC, a Delaware limited liability company, the other Grantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined therein), ▇▇▇▇▇ Fargo Bank, National Association, as Indenture Trustee, and Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”). Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Reaffirmation Agreement is being executed and delivered as of the date first written above in connection with an Additional Secured Debt Designation of even date herewith (the “Additional Secured Debt Designation”) by Parent ▇▇▇▇▇▇ and acknowledged by the Collateral Trustee, which Additional Secured Debt Designation has designated additional secured debt as Secured Debt (as described therein) entitled to the benefit of the Collateral Trust Agreement. Each of the undersigned hereby consents to the designation of additional secured debt as Secured Debt as set forth in the Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, charges, assignments, grants of security interests and other obligations, as applicable, under and subject to the terms of each Security Document and each Secured Debt Document, in each case, to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, charges, assignments, grants of security interests and other obligations, and the terms of each Security Document and each Secured Debt Document, in each case, to which it is party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Security Document or Secured Debt Document, as the case may be. In furtherance thereof, each of the undersigned hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in all of its right, title and interest in the Collateral to secure the prompt and complete payment and performance of the Secured Obligations. Each Grantor hereby authorizes the Collateral Trustee to file, and if requested will execute and deliver to the Collateral Trustee, all financing statements describing the Collateral owned by such Grantor and other documents and take such other actions as may from time to time reasonably be requested by the Collateral Trustee (in all cases in accordance with and to the extent required by the Collateral Trust Agreement and the applicable Security Documents) in order to maintain a perfected security interest in and, if applicable control of, the Collateral owned by such Grantor, subject to Liens permitted under all of the Secured Debt Documents. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Collateral Trustee herein, including, without limitation, describing such property as “all assets of the Debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof” or using words of similar import. Each Grantor will, at its own expense, take any and all actions necessary to defend title to any material portion of the Collateral owned by such Grantor against all persons and to defend the security interest of the Collateral Trustee in such Collateral and the priority thereof against any Lien not expressly permitted hereunder.

Appears in 1 contract

Sources: Indenture (Endo International PLC)

Acknowledgement of Receipt. The undersigned, the duly appointed Collateral Trustee under the Collateral Trust Agreement, hereby acknowledges receipt of an executed copy of this Additional Secured Debt DesignationReaffirmation Agreement. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Trustee By: Name: Title: Reference is made to the Collateral Trust Agreement dated as of April 27, 2017 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “Collateral Trust Agreement”) among Endo International PLC, a company incorporated under the laws of Ireland (Registered Number 534814) (“Parent”), Endo Luxembourg Finance Company I S.à ▇.▇., a sociéte à responsabilité limitée (private limited liability company) incorporated under the laws of Luxembourg, having its registered office at ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, L-1253 Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B182645, Endo LLC, a limited liability company organized under the laws of Delaware, Endo ▇▇▇▇▇ Inc., a Delaware corporation, Endo Designated Activity Company, a company incorporated under the laws of Ireland, Endo Finance LLC, a Delaware limited liability company, the other Grantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined therein), ▇▇▇▇▇ Fargo Bank, National Association, as Indenture Trustee, and Wilmington Trust, National Association, as collateral trustee (in such capacity, the “Collateral Trustee”). Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Collateral Trust Agreement. This Reaffirmation Collateral Trust Agreement Joinder is being executed and delivered as of the date first written above in connection with an Additional Secured Debt Designation of even date herewith (the “Additional Secured Debt Designation”) by Parent and acknowledged by the Collateral Trustee, which Additional Secured Debt Designation has designated additional secured debt as Secured Debt (as described therein) entitled pursuant to the benefit Section 3.8 of the Collateral Trust Agreement. Each of Agreement as a condition precedent to the debt for which the undersigned hereby consents is acting as [trustee][agent][other capacity] being entitled to the designation benefits of additional secured debt as Secured Debt as set forth in the being Additional Secured Debt Designation of even date herewith and hereby confirms its respective guarantees, pledges, charges, assignments, grants of security interests and other obligations, as applicable, under and subject to the terms of each Security Document and each Secured Debt Document, in each case, to which it is party, and agrees that, notwithstanding the designation of such additional indebtedness or any of the transactions contemplated thereby, such guarantees, pledges, charges, assignments, grants of security interests and other obligations, and the terms of each Security Document and each Secured Debt Document, in each case, to which it is party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect and such additional secured debt shall be entitled to all of the benefits of such Security Document or Secured Debt Document, as the case may be. In furtherance thereof, each of the undersigned hereby grants to the Collateral Trustee, for the benefit of the Secured Parties, a security interest in all of its right, title and interest in the Collateral to secure the prompt and complete payment and performance of the Secured Obligations. Each Grantor hereby authorizes the Collateral Trustee to file, and if requested will execute and deliver to the Collateral Trustee, all financing statements describing the Collateral owned by such Grantor and other documents and take such other actions as may from time to time reasonably be requested by the Collateral Trustee (in all cases in accordance with and to the extent required by the Collateral Trust Agreement and the applicable Security Documents) in order to maintain a perfected security interest in and, if applicable control of, the Collateral owned by such Grantor, subject to Liens permitted under all of the Secured Debt Documents. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Trustee may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Collateral Trustee herein, including, without limitation, describing such property as “all assets of the Debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof” or using words of similar import. Each Grantor will, at its own expense, take any and all actions necessary to defend title to any material portion of the Collateral owned by such Grantor against all persons and to defend the security interest of the Collateral Trustee in such Collateral and the priority thereof against any Lien not expressly permitted hereunderAgreement.

Appears in 1 contract

Sources: Collateral Trust Agreement (Endo International PLC)