Common use of Reaffirmation; Security Interests Clause in Contracts

Reaffirmation; Security Interests. (i) Reseller hereby unconditionally reaffirms, acknowledges, represents, warrants, and confirms that as of the Effective Date (i) Reseller has no defenses to its obligations under the Existing Credit Agreement, this Agreement and the other Loan Documents, and (ii) Reseller has no claim against any Administrative Agent, Collateral Agent or any Lender arising from or in connection with the Existing Credit Agreement, this Agreement or the other Loan Documents and any and all such claims are forever waived, released and discharged (the foregoing is not intended to waive any manifest errors in the Administrative Agents’, Collateral Agent’s or any Lender’s records with respect to the Loan Obligations). (ii) Reseller hereby unconditionally reaffirms, acknowledges, represents, warrants, and confirms that as of the Effective Date each of the Loan Documents, including without limitation, each Security Document executed on or prior to the date hereof, are and remain in full force and effect in all respects, and constitute the legal, valid and binding obligations of Reseller enforceable against Reseller in accordance with their terms, except to the extent that the enforceability thereof against Reseller may be limited by bankruptcy, insolvency or other laws affecting the enforceability of creditors’ rights generally or by equity principles of general application. Reseller hereby unconditionally reaffirms, acknowledges, represents, warrants, and confirms without qualification the grant prior to the date hereof by Reseller in favor of Collateral Agent of the Security Interest in the Collateral.