Common use of REAFFIRMATION AND CONSENT Clause in Contracts

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. O▇▇▇▇ Financial Group, Inc. (“Guarantor”) Borrower and Guarantors hereby (ia) represents and warrants to Administrative Agent and the Lenders that the execution, delivery, and performance of this Agreement are within its corporate powers, have been duly authorized by all necessary corporate 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, bylaws, or other governing documents, 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 and restatement of the Original Credit Agreement as set forth in by the ModificationCredit Agreement; (iic) acknowledges and reaffirms agrees that (i) its obligations owing to Administrative Agent and the Lenders Lenders, and (ii) the prior grant or grants (if any) of security interests in favor of Administrative Agent in its properties and assets, in each case under its continuing guarantyeach “Loan Document”, dated August 31as such term is defined in the Original Credit Agreement, 2001 exclusive of the Intercreditor Agreement (such Loan Documents, as so defined, are hereinafter referred to collectively as the “Continuing GuarantyOriginal Loan Documents”)) and each Loan Document to which it is a party are hereby deemed to be in respect of the obligations of Borrower and Guarantors under the Credit Agreement and the other Loan Documents; (d) reaffirms (i) all of its obligations owing to Administrative Agent and the Lenders, and (ii) all prior grants (if any) of security interests in favor of Administrative Agent under each Original Loan Document and each Loan Document; and (iiie) agrees that that, except as expressly amended hereby or as amended by the Continuing Guaranty other Loan Documents dated as of the date hereof, or, in the case of the Intercreditor Agreement and Subordination Agreement (as each such term is defined in the Original Credit Agreement), terminated, each of the Original Loan Documents to which it is a party is and shall remain in full force and effect. Without limiting Borrower and each Guarantor hereby acknowledges that (1) the generality Credit Agreement and the other Loan Documents do not extinguish the obligations for the payment of money outstanding under the Original Credit Agreement or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor, except to the extent amended prior to the date hereof, (2) nothing contained in any Loan Document shall be construed as a substitution or novation of the foregoingobligations outstanding under the Original Credit Agreement, Guarantor the other Original Loan Documents or instruments securing the same, which shall remain in full force and effect, except as modified hereby restates, ratifies or by instruments executed concurrently herewith and reaffirms each and every term and condition set forth (3) nothing expressed or implied in the Continuing Guaranty effective Credit Agreement or any other Loan Document shall be construed as a release or other discharge of Borrower or any Guarantor from any of its obligations or liabilities under the Original Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith, except to the extent amended prior to the date hereof. All obligations owing by Guarantor under Although Borrower and Guarantors have been informed of the Continuing Guaranty are unconditionally owing by such Guarantor matters set forth herein and has acknowledged and agreed to Agent and the Lenderssame, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. Guarantor hereby represents and warrants to it understands that Administrative Agent and the Lenders that (x) shall have no obligation to inform it of such matters in the execution, deliveryfuture or to seek its acknowledgement or agreement to future amendments or modifications, 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 nothing herein shall create such 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 generallyduty.