Common use of ACKNOWLEDGEMENT AND CONSENT Clause in Contracts

ACKNOWLEDGEMENT AND CONSENT. Holdings has read this Amendment and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of Holdings under, and the Liens granted by Holdings as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement and the other Credit Documents pursuant to, each of the Credit Documents to which Holdings is a party shall not be impaired and each of the Credit Documents to which Holdings is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Holdings and each Borrower hereby acknowledges and agrees that the Secured Obligations under, and as defined in, the ABL Pledge and Security Agreement dated as of May 21, 2007, by and among Holdings and the Borrowers and Administrative Agent (the “Pledge and Security Agreement”) and, with respect to the other Collateral Documents, the Obligations secured by the Liens granted thereby, will include all Obligations under, and as defined in, the Amended Credit Agreement. Holdings acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Holdings is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of Holdings to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Holdings Each Guarantor has read this Amendment and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of Holdings such Guarantor under, and the Liens granted by Holdings such Guarantor as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement and the other Credit Documents pursuant to, each of the Credit Documents to which Holdings such Guarantor is a party shall not be impaired and each of the Credit Documents to which Holdings such Guarantor is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Holdings Each of Holdings, Borrower and each Borrower the Guarantor Subsidiaries hereby acknowledges and agrees that the Secured Obligations under, and as defined in, the ABL Term Pledge and Security Agreement dated as of May 21, 2007, by and among Holdings and Holdings, Borrower, the Borrowers Guarantor Subsidiaries and Administrative Agent (the “Pledge and Security Agreement”) and, with respect to the other Collateral Documents, the Obligations secured by the Liens granted thereby, will include all Obligations under, and as defined in, the Amended Credit Agreement. Holdings Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Holdings such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of Holdings such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Holdings Each Subsidiary Guarantor has read this Amendment and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of Holdings such Subsidiary Guarantor under, and the Liens granted by Holdings such Subsidiary Guarantor as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement and the other Credit Loan Documents pursuant to, each of the Credit Loan Documents to which Holdings such Subsidiary Guarantor is a party shall not be impaired and each of the Credit Loan Documents to which Holdings such Subsidiary Guarantor is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Holdings Each of Holdings, the Borrowers and each Borrower the Subsidiary Guarantors hereby acknowledges and agrees that the Secured Obligations under, and as defined in, the ABL Pledge and Security Agreement dated as of May 21, 2007, by and among Holdings and the Borrowers and Administrative Agent (the “Pledge and Security Agreement”) and, with respect to the other Collateral Documents, the Obligations obligations secured by the Liens granted thereby, Security Documents will include all Obligations under, and as defined in, the Amended Credit AgreementAgreement (as amended hereby). Holdings Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Holdings such Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of Holdings such Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Holdings Each Guarantor has read this Amendment and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of Holdings such Guarantor under, and the Liens granted by Holdings such Guarantor as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement and the other Credit Loan Documents pursuant to, each of the Credit Loan Documents to which Holdings such Guarantor is a party shall not be impaired and each of the Credit Loan Documents to which Holdings such Guarantor is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Holdings Each of Holdings, Borrower and each Borrower the Subsidiary Guarantors hereby acknowledges and agrees that the Secured Obligations under, and as defined in, the ABL Pledge Guarantee and Security Collateral Agreement dated as of May 21November 30, 2007, by and among Holdings and Holdings, Borrower, the Borrowers Subsidiary Guarantors and Administrative Agent (the “Pledge Guarantee and Security Collateral Agreement”) and, with respect to the other Collateral Documents, the Obligations secured by the Liens granted thereby, will include all Obligations under, and as defined in, the Amended Credit AgreementAgreement (as amended hereby). Holdings Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Holdings such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of Holdings such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Holdings Each of the Credit Parties hereby acknowledges that it has read reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness amendment of this Amendment, the obligations of Holdings under, and the Liens granted by Holdings as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement effected pursuant to this First Amendment. Each Credit Party hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the other case may be, to the fullest extent possible the payment and performance of all “Credit Documents pursuant toParty Obligations”, “Guarantied Obligations” and “Secured Obligations,” as the case may be (in each case as such terms are defined in the applicable Credit Document), including without limitation the payment and performance of all such “Credit Party Obligations”, “Guarantied Obligations” or “Secured Obligations,” as the case may be, now or hereafter existing under or in respect of the Amended Agreement. Each Credit Party acknowledges and agrees that any of the Credit Documents to which Holdings it is a party shall not be impaired and each of the Credit Documents to which Holdings is a party is, and or otherwise bound shall continue to be, in full force and effect and is hereby confirmed that all of its obligations thereunder shall be valid and ratified in all respects. Holdings enforceable and each Borrower hereby acknowledges and agrees that the Secured Obligations under, and as defined in, the ABL Pledge and Security Agreement dated as of May 21, 2007, by and among Holdings and the Borrowers and Administrative Agent (the “Pledge and Security Agreement”) and, with respect to the other Collateral Documents, the Obligations secured shall not be impaired or limited by the Liens granted thereby, will include all Obligations under, and as defined in, execution or effectiveness of this First Amendment. Each Credit Party (other than the Amended Credit Agreement. Holdings Borrower) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, Holdings such Credit Party is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of Holdings such Credit Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Holdings has read Each of Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. XxxXx, each Co-Borrower and each of the Subsidiary Guarantors identified on the signature pages hereto (collectively, Holdings, U.S. Holdings, Canada Holdings, Canada Intermediate Holdings, U.S. XxxXx, the Co-Borrowers and such Subsidiary Guarantors, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Amendment Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the terms hereof transactions contemplated hereby, and further hereby confirms and agrees thatthat (a) its respective guarantees under each of the Loan Documents to which it is party, notwithstanding the effectiveness of this AmendmentAgreement and the transactions contemplated hereby, shall continue in full force and effect and shall accrue to the benefit of the Guaranteed Parties with respect to the Obligations (as the same may be increased from time to time, including pursuant to this Agreement), (b) notwithstanding the effectiveness of this Agreement or the Restated Credit Agreement, the obligations of Holdings under, and the Liens granted by Holdings as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement and the other Credit Documents pursuant to, such Reaffirming Loan Party under each of the Credit Loan Documents to which Holdings it is a party shall not be impaired and each of the Credit Loan Documents to which Holdings such Reaffirming 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. Holdings , in each case, except as otherwise terminated or amended hereby and each Borrower hereby acknowledges (c) all the representations and agrees that warranties made by or relating to it contained in the Secured Obligations under, Restated Credit Agreement and the other Loan Documents are true and correct in all material respects on and as defined in, of the ABL Pledge Restatement Effective Date with the same effect as though made on and Security Agreement dated as of May 21the Restatement Effective Date, 2007, by and among Holdings and the Borrowers and Administrative Agent (the “Pledge and Security Agreement”) and, with respect except to the other Collateral Documents, the Obligations secured by the Liens granted thereby, will include all Obligations under, extent such representations and as defined in, the Amended Credit Agreement. Holdings acknowledges and agrees that (i) notwithstanding the conditions warranties expressly relate to effectiveness set forth in this Amendment, Holdings is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of Holdings to any future amendments to the Credit Agreementan earlier date.

ACKNOWLEDGEMENT AND CONSENT. Holdings Each Guarantor has read this Amendment No. 1 and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this AmendmentAmendment No. 1, the obligations of Holdings under, and the Liens granted by Holdings as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement and the other Credit Documents pursuant to, such Guarantor under each of the Credit Loan Documents to which Holdings such Guarantor is a party shall not be impaired and each of the Credit Loan Documents to which Holdings such Guarantor is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Holdings Each of the Company, the Borrower and each Borrower the Subsidiary Guarantors hereby acknowledges and agrees that the Secured Guarantied Obligations under, and as defined in, the ABL Pledge and Security Agreement Guaranty, dated as of May 21November 22, 20072010, by and among Holdings the Company, Borrower, the Subsidiary Guarantors and the Borrowers and Administrative Agent (the “Pledge and Security AgreementGuaranty”) and, with respect to the other Collateral Documents, the Obligations secured by the Liens granted thereby, will include all Obligations under, and as defined in, the Amended Credit AgreementAgreement (as amended hereby). Holdings Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAmendment No. 1, Holdings such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment No. 1 and (ii) nothing in the Credit Agreement, this Amendment No. 1 or any other Credit Loan Document shall be deemed to require the consent of Holdings such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Holdings has read Each Loan Party hereby confirms that (i) all of its obligations, liabilities and indebtedness under the Loan Documents to which it is a party shall remain in full force and effect on a continuous basis regardless of the effectiveness of this Amendment and consents (ii) all of the Liens and security interests created and arising under the Loan Documents to which it is a party remain in full force and effect on a continuous basis, and the terms hereof perfected status and further hereby confirms priority of each such Lien and agrees thatsecurity interest continues in full force and effect on a continuous basis, notwithstanding unimpaired, uninterrupted and undischarged, regardless of the effectiveness of this Amendment, the obligations of Holdings under, and the Liens granted by Holdings as collateral security for its obligations, liabilities and indebtedness under the indebtedness, obligations and liabilities evidenced by the Amended Credit Agreement and related guarantees and other Secured Obligations (as defined in the other Credit Documents pursuant toSecurity Agreement). Each Loan Party also, each of as security for the Credit Documents to which Holdings is a party shall not be impaired payment and each of performance, as the Credit Documents to which Holdings is a party is, and shall continue to case may be, in full force and effect and is hereby confirmed and ratified in all respects. Holdings and each Borrower hereby acknowledges and agrees that of the Secured Obligations under, and (as defined in, in the ABL Pledge and Security Agreement dated as of May 21, 2007, by and among Holdings and the Borrowers and Administrative Agent (the “Pledge and Security Agreement”), hereby (i) and, with respect grants to the other Collateral DocumentsAgent, for the Obligations secured by benefit of the Liens granted thereby, will include all Obligations under, and Secured Parties (as defined in, in the Amended Credit Agreement. Holdings acknowledges ), a security interest in all right, title and agrees that (i) notwithstanding the conditions interest in or to effectiveness set forth in this Amendment, Holdings is not required by the terms any of the Credit Agreement Collateral (as defined in the Security Agreement), whether now owned or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment hereafter acquired and (ii) nothing authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements that indicate the collateral covered thereby as “all assets, whether now owned or hereafter acquired” of such Loan Party or use words of similar effect. All references in this Amendment to “Collateral Agent” shall mean Deutsche Bank AG New York Branch, as collateral agent pursuant to the Amended Credit Agreement for the benefit of the Secured Parties (as defined in the Amended Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of Holdings to any future amendments to the Credit Agreement).

ACKNOWLEDGEMENT AND CONSENT. Holdings Each Subsidiary Guarantor (each individually a “Credit Support Party” and collectively, the “Credit Support Parties”) has read this Amendment and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of Holdings such Credit Support Party under, and the Liens granted by Holdings such Credit Support Party as collateral security for the indebtedness, obligations and liabilities evidenced by the Original Credit Agreement and the other Credit Loan Documents pursuant to, each of the Credit Loan Documents to which Holdings such Credit Support Party is a party shall not be impaired and each of the Credit Loan Documents to which Holdings such Credit Support Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Holdings Each of Holdings, Company and each Borrower the Subsidiary Guarantors hereby acknowledges and agrees that the Secured Obligations under, and as defined in, the ABL Pledge and Security Agreement dated as of May 21February 18, 20072006, by and among Holdings and Holdings, Company, the Borrowers Subsidiary Guarantors and Administrative Agent (the “Pledge and Security Agreement”) and, with respect to the other Collateral Documents, the Obligations secured by the Liens granted thereby, will include all Obligations under, and as defined in, the Amended Credit Agreement. Holdings Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Holdings such Credit Support Party is not required by the terms of the Original Credit Agreement or any other Credit Loan Document to consent to the amendments to the Original Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Original Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of Holdings such Credit Support Party to any future amendments to the Original Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Holdings Each Guarantor has read this Amendment No. 1 and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this AmendmentAmendment No. 1, the obligations of Holdings under, and the Liens granted by Holdings as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit Agreement and the other Credit Documents pursuant to, such Guarantor under each of the Credit Loan Documents to which Holdings such Guarantor is a party shall not be impaired and each of the Credit Loan Documents to which Holdings such Guarantor is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Holdings Each of Holdings, Borrower and each Borrower the Subsidiary Guarantors hereby acknowledges and agrees that the Secured Guarantor Obligations under, and as defined in, the ABL Pledge and Security Agreement Guarantee Agreement, dated as of May 21June 19, 20072014, by and among Holdings Holdings, the Subsidiary Guarantors and the Borrowers and Administrative Agent Agent, as supplemented (the “Pledge and Security Guarantee Agreement”) and, with respect to the other Collateral Documents, the Obligations secured by the Liens granted thereby, will include all Obligations under, and as defined in, the Amended Credit AgreementAgreement (as amended hereby). Holdings Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAmendment No. 1, Holdings such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment No. 1 and (ii) nothing in the Credit Agreement, this Amendment No. 1 or any other Credit Loan Document shall be deemed to require the consent of Holdings such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Holdings has read Each Loan Party hereby confirms that (i) all of its obligations, liabilities and indebtedness under the Loan Documents to which it is a party shall remain in full force and effect on a continuous basis regardless of the effectiveness of this Amendment and consents (ii) all of the Liens and security interests created and arising under the Loan Documents to which it is a party remain in full force and effect on a continuous basis, and the terms hereof perfected status and further hereby confirms priority of each such Lien and agrees thatsecurity interest continues in full force and effect on a continuous basis, notwithstanding unimpaired, uninterrupted and undischarged, regardless of the effectiveness of this Amendment, the obligations of Holdings under, and the Liens granted by Holdings as collateral security for its obligations, liabilities and indebtedness under the indebtedness, obligations and liabilities evidenced by the Amended Credit Agreement and related guarantees and other Secured Obligations (as defined in the other Credit Documents pursuant toSecurity Agreement). Each Loan Party also, each of as security for the Credit Documents to which Holdings is a party shall not be impaired payment and each of performance, as the Credit Documents to which Holdings is a party is, and shall continue to case may be, in full force and effect and is hereby confirmed and ratified in all respects. Holdings and each Borrower hereby acknowledges and agrees that of the Secured Obligations under, and (as defined in, in the ABL Pledge and Security Agreement dated as of May 21, 2007, by and among Holdings and the Borrowers and Administrative Agent (the “Pledge and Security Agreement”), hereby (i) and, with respect grants to the other Collateral DocumentsAdministrative Agent, for the Obligations secured by benefit of the Liens granted thereby, will include all Obligations under, and Secured Parties (as defined in, in the Amended Credit Agreement. Holdings acknowledges ), a security interest in all right, title and agrees that (i) notwithstanding the conditions interest in or to effectiveness set forth in this Amendment, Holdings is not required by the terms any of the Credit Agreement Pledged Collateral (as defined in the Security Agreement), whether now owned or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment hereafter acquired and (ii) nothing authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements that indicate the collateral covered thereby as “all assets, whether now owned or hereafter acquired” of such Loan Party or use words of similar effect. All references in this Amendment to “Administrative Agent” shall mean Deutsche Bank AG New York Branch, as administrative agent pursuant to the Amended Credit Agreement for the benefit of the Secured Parties (as defined in the Amended Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of Holdings to any future amendments to the Credit Agreement).