Common use of ACKNOWLEDGEMENT AND CONSENT Clause in Contracts

ACKNOWLEDGEMENT AND CONSENT. Each Loan Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement and consents to the supplement of the Credit Agreement effected pursuant to this Agreement. Each Loan Guarantor hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Document). Each Loan Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement. Each Loan Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement as supplemented by this Agreement and the Loan Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Increased Amount Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Loan Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Agreement, such Loan Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to any supplement to the Credit Agreement effected pursuant to this Agreement and (ii) nothing in the Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of such Loan Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Loan Guarantor Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement Second Amendment and consents to the supplement amendment of the Credit Agreement effected pursuant to this AgreementSecond Amendment. Each Loan Guarantor Credit Support Party hereby confirms that each Loan Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee guaranty or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “"Guarantied Obligations” under each of " and "Secured Obligations," as the Loan Documents to which is a party case may be (in each case as such terms are defined in the applicable Loan Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" or "Secured Obligations," as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Loan Guarantor Credit Support Party acknowledges and agrees that any of the Loan Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementSecond Amendment. Each Loan Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement as supplemented by this Amended Agreement and the Loan Credit Support Documents to which it is a party or otherwise bound are true true, correct and correct complete in all material respects on and as of the Increased Amount Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true true, correct and correct complete in all material respects on and as of such earlier date. Each Loan Guarantor Credit Support Party (other than Company) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementSecond Amendment, such Loan Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to any supplement the amendments to the Credit Agreement effected pursuant to this Agreement Second Amendment and (ii) nothing in the Credit Agreement, this Agreement Second Amendment or any other Loan Document shall be deemed to require the consent of such Loan Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Loan The Guarantor and each Grantor Subsidiary hereby acknowledges that it has reviewed the terms and provisions of the Credit LC Facility Agreement and this Agreement First Amendment and consents to acknowledges the supplement amendment of the Credit LC Facility Agreement effected pursuant to this AgreementFirst Amendment. Each Loan The Guarantor and each Grantor Subsidiary hereby confirms that each Loan Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Credit Documents the payment and performance of all “Obligations” under each of the Loan Credit Documents to which it is a party (in each case as such terms are term is defined in the applicable Loan Credit Document). Each Loan The Guarantor and each Grantor Subsidiary acknowledges and agrees that any of the Loan Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementFirst Amendment. Each Loan The Guarantor and each Grantor Subsidiary represents and warrants that all representations and warranties contained in the Credit Agreement as supplemented by this Amended Agreement and the Loan Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Increased Amount First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Loan The Guarantor and each Grantor Subsidiary acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementFirst Amendment, such Loan Guarantor Person is not required by the terms of the Credit LC Facility Agreement or any other Loan Credit Document to consent to any supplement the amendments to the Credit LC Facility Agreement effected pursuant to this Agreement First Amendment and (ii) nothing in the Credit LC Facility Agreement, this Agreement First Amendment or any other Loan Credit Document shall be deemed to require the consent of such Loan Guarantor Person to any future amendments to the Credit LC Facility Agreement.

ACKNOWLEDGEMENT AND CONSENT. 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 Guarantor Parties”) hereby acknowledges that it has reviewed expects to receive substantial direct and indirect benefits as a result of this Amendment and the terms and provisions of the Credit Agreement and this Agreement and transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Amendment and the supplement of the Credit Agreement effected pursuant to this Agreement. Each Loan Guarantor transactions contemplated hereby, and hereby confirms and agrees that each Loan Document to which it is a party or otherwise bound (a) its respective guarantees, pledges and all Collateral encumbered thereby will continue to guarantee or securegrants of security interests, as the case may beapplicable, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which it is a party party, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, shall continue in full force and effect and shall accrue to the benefit of the Secured Parties, (in b) notwithstanding the effectiveness of this Amendment or the Restated Credit Agreement, the obligations of such Reaffirming Loan Party under each case as such terms are defined in the applicable Loan Document). Each Loan Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall not be impaired and each of the Loan Documents to which such Reaffirming Loan Party is a party is, and shall continue to be, in full force and effect and that is hereby confirmed and ratified in all of its obligations thereunder shall be valid respects, in each case, as amended hereby and enforceable and shall not be impaired or limited by (c) all the execution or effectiveness of this Agreement. Each Loan Guarantor represents and warrants that all representations and warranties made by or relating to it contained in the Restated Credit Agreement as supplemented by this Agreement and the other Loan Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Increased Amount Restatement Effective Date to with the same extent effect as though made on and as of that datethe Restatement Effective Date, except to the extent such representations and warranties specifically expressly relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Loan Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Agreement, such Loan Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to any supplement to the Credit Agreement effected pursuant to this Agreement and (ii) nothing in the Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of such Loan Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Loan Guarantor guarantor (or pledgor) listed on the signatures pages hereof (each, a “Guarantor”) hereby acknowledges and agrees that it has reviewed the terms Guarantee and provisions of the Credit Collateral Agreement and this Agreement and consents to the supplement of the Credit Agreement effected pursuant to this Agreement. Each Loan Guarantor hereby confirms that each other Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure(each, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all a “Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Credit Support Document). Each Loan Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound ”) shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementLimited Waiver. Each Loan Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement as supplemented by this Loan Agreement and the Loan Credit Support Documents to which it is a party or otherwise bound are true true, correct and correct complete in all material respects on and as of the Increased Amount Date date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true true, correct and correct complete in all material respects on and as of such earlier date. Each Loan Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementLimited Waiver, such Loan Guarantor is not required by the terms of the Credit Loan Agreement or any other Loan Document to consent to the waiver of any supplement to provision of the Credit Loan Agreement effected pursuant to this Agreement Limited Waiver and (ii) nothing in the Credit Loan Agreement, this Agreement Limited Waiver or any other Loan Document shall be deemed to require the consent of such Loan Guarantor to any future amendments departures to the Credit Loan Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Loan Guarantor of the Credit Parties (other than Borrowers) is a party to the Guaranty pursuant to which each such Subsidiary has guarantied certain Obligations under the Credit Agreement. Each of the Credit Parties is a party to certain Collateral Documents pursuant to which the Credit Parties have granted Liens on certain Collateral to the Secured Party for the benefit of Lenders. The Guaranty and the Collateral Documents are collectively referred to herein as the ``Credit Support Docu ments''. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement Amendment and consents to the supplement amendment of the Credit Agreement effected pursuant to this AgreementAmendment. Each Loan Guarantor Credit Party hereby confirms that each Loan Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee guaranty or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “``Obligations” under each of '', ``Guarantied Obligations'' and ``Secured Obligations'', as the Loan Documents to which is a party case may be (in each case as such terms are defined in the applicable Loan Credit Support Document), including without limitation the payment and performance of all such ``Guarantied Obligations'' or ``Secured Obligations'', as the case may be, in respect of the Obligations now or hereafter existing under or in respect of the Amended Agreement. Each Loan Guarantor Credit Party acknowledges and agrees that any of the Loan Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementAmendment. Each Loan Guarantor Credit Party represents and warrants that all representations and warranties contained in the Credit Agreement as supplemented by this Amended Agreement and the Loan Credit Support Documents to which it is a party or otherwise bound are true true, correct and correct complete in all material 11 respects on and as of the Increased Amount First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true true, correct and correct complete in all material respects on and as of such earlier date. Each Loan Guarantor Credit Party (other than Borrowers) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementAmendment, such Loan Guarantor Credit Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to any supplement the amendments to the Credit Agreement effected pursuant to this Agreement Amendment and (ii) nothing in the Credit Agreement, this Agreement Amendment or any other Loan Document shall be deemed to require the consent of such Loan Guarantor Credit Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Loan Guarantor The Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement Fourth Amendment and consents to the supplement amendment of the Credit Agreement effected pursuant to this AgreementFourth Amendment. Each Loan Guarantor The Credit Support Party hereby confirms that each Loan Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee guaranty or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “"Guarantied Obligations” under each of " and "Secured Obligations," as the Loan Documents to which is a party case may be (in each case as such terms are defined in the applicable Loan Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" or "Secured Obligations," as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Loan Guarantor The Credit Support Party acknowledges and agrees that any of the Loan Documents and the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder (which obligations on the date hereof remain absolute and unconditional and are not subject to any defenses, set-offs or counterclaims) shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementFourth Amendment. Each Loan Guarantor The Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement as supplemented by this Amended Agreement and the Loan Credit Support Documents to which it is a party or otherwise bound are true true, correct and correct complete in all material respects on and as of the Increased Amount Fourth Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true true, correct and correct complete in all material respects on and as of such earlier date. Each Loan Guarantor The Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementFourth Amendment, such Loan Guarantor the Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to any supplement the amendments to the Credit Agreement effected pursuant to this Agreement Fourth Amendment and (ii) nothing in the Credit Agreement, this Agreement Fourth Amendment or any other Loan Document shall be deemed to require the consent of such Loan Guarantor the Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Loan Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement First Amendment and consents to the supplement amendment of the Credit Agreement effected pursuant to this AgreementFirst Amendment. Each Loan Guarantor hereby confirms that each Loan Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Credit Documents the payment and performance of all “Guaranteed Obligations” or “Obligations”, as applicable, under each of the Loan Credit Documents to which it is a party (in each case as such terms are term is defined in the applicable Loan Credit Document). Each Loan Guarantor acknowledges and agrees that any of the Loan Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementFirst Amendment. Each Loan Guarantor represents and warrants that all representations and warranties contained in the Amended Credit Agreement as supplemented by this Agreement and the Loan Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Increased Amount First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Loan Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementFirst Amendment, such Loan Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to any supplement the amendments to the Credit Agreement effected pursuant to this Agreement First Amendment and (ii) nothing in the Amended Credit Agreement, this Agreement First Amendment or any other Loan Credit Document shall be deemed to require the consent of such Loan Guarantor to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Loan Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement Second Amendment and consents to the supplement amendment of the Credit Agreement effected pursuant to this AgreementSecond Amendment. Each Loan Guarantor hereby confirms that each Loan Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Credit Documents the payment and performance of all “Guaranteed Obligations” or “Obligations”, as applicable, under each of the Loan Credit Documents to which it is a party (in each case as such terms are term is defined in the applicable Loan Credit Document). Each Loan Guarantor acknowledges and agrees that any of the Loan Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementSecond Amendment. Each Loan Guarantor represents and warrants that all representations and warranties contained in the Amended Credit Agreement as supplemented by this Agreement and the Loan Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Increased Amount Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Loan Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementSecond Amendment, such Loan Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to any supplement the amendments to the Credit Agreement effected pursuant to this Agreement Second Amendment and (ii) nothing in the Amended Credit Agreement, this Agreement Second Amendment or any other Loan Credit Document shall be deemed to require the consent of such Loan Guarantor to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Loan Guarantor Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement and consents to the supplement of the Credit Agreement effected pursuant to this Agreement. Each Loan Guarantor hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Document). Each Loan Guarantor acknowledges and agrees that any of the Loan Guaranties and Collateral Documents (each, a "CREDIT SUPPORT DOCUMENT") to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementAmendment, except in each case to the extent expressly modified hereby. Each Loan Guarantor Party represents and warrants that all representations and warranties contained in the Credit Agreement as supplemented by this Amended Agreement and the Loan Credit Support Documents to which it is a party or otherwise bound are true true, correct and correct complete in all material respects on and as of the Increased Amount First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true true, correct and correct complete in all material respects on and as of such earlier date. Each Loan Guarantor Party (other than Company) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementAmendment, such Loan Guarantor Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to any supplement the amendments to the Credit Agreement effected pursuant to this Agreement Amendment and (ii) nothing in the Credit Agreement, this Agreement Amendment or any other Loan Document shall be deemed to require the consent of such Loan Guarantor Party to any future amendments to the Credit Agreement. The parties hereby acknowledge that Pharm. Research Associates, Inc., a Delaware corporation ("PHARM") has been dissolved and agree that Pharm has been or is hereby released as a party from each Loan Document to which it was a party, including, without limitation, the Subsidiary Guaranty and the Security Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Loan Guarantor guarantor (or pledgor) listed on the signatures pages hereof (each, a “Guarantor”) hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement and consents to the supplement of the Credit Agreement effected pursuant to this Agreement. Each Loan Guarantor hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Document). Each Loan Guarantor acknowledges and agrees that the Subsidiary Guaranty and any of the Loan Documents Collateral Document (each, a “Credit Support Document”) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementAmendment. Each Loan Guarantor represents and warrants that all representations and warranties contained in this Amendment and the Credit Agreement as supplemented by this Agreement and the Loan Support Documents to which it is a party or otherwise bound are true true, correct and correct complete in all material respects on and as of the Increased Amount First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true true, correct and correct complete in all material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition. Each Loan Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementAmendment, such Loan Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to any supplement the amendments to the Credit Agreement effected pursuant to this Agreement Amendment and (ii) nothing in the Credit Agreement, this Agreement Amendment or any other Loan Document shall be deemed to require the consent of such Loan Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Loan Guarantor guarantor (or pledgor) listed on the signatures pages hereof (each, a “Guarantor”) hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement and consents to the supplement of the Credit Agreement effected pursuant to this Agreement. Each Loan Guarantor hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which is a party (in each case as such terms are defined in the applicable Loan Document). Each Loan Guarantor acknowledges and agrees that the Subsidiary Guaranty and any of the Loan Documents Collateral Document (each, a “Credit Support Document”) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementAmendment. Each Loan Guarantor represents and warrants that all representations and warranties contained in this Amendment and the Credit Agreement as supplemented by this Agreement and the Loan Support Documents to which it is a party or otherwise bound are true true, correct and correct complete in all material respects on and as of the Increased Amount Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true true, correct and correct complete in all material respects on and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty for purposes of this condition. Each Loan Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementAmendment, such Loan Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to any supplement the amendments to the Credit Agreement effected pursuant to this Agreement Amendment and (ii) nothing in the Credit Agreement, this Agreement Amendment or any other Loan Document shall be deemed to require the consent of such Loan Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Loan of Parent and the Subsidiary Guarantors (each a "GUARANTOR") is a party to a Guaranty and each such Guarantor has guarantied the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement and consents to the supplement amendment of the Credit Agreement and the increase in Tranche D Term Loan Commitments and the Tranche D Term Loans effected pursuant to this Agreement. Each Loan Guarantor hereby confirms that each Loan Document the Guaranty to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, guaranty to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “"Guarantied Obligations” under each of the Loan Documents to which is a party (in each case " as such terms are term is defined in the applicable Loan Document)Guaranty, including without limitation the payment and performance of all such "Guarantied Obligations" in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement. Each Loan Guarantor (a) acknowledges and agrees that any of the Loan Documents Guaranty to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Agreement. Each Loan Guarantor ; (b) represents and warrants that all representations and warranties contained in the Credit Agreement as supplemented by this Amended Agreement and in the Loan Documents Guaranty to which it is a party or otherwise bound are true true, correct and correct complete in all material respects on and as of the Increased Amount Commitments Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true true, correct and correct complete in all material respects on and as of such earlier date. Each Loan Guarantor ; and (c) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Agreement, such Loan Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to any supplement the amendments to the Credit Agreement effected pursuant to this Agreement and (ii) nothing in the Credit Agreement, this Agreement or any other Loan Document shall be deemed to require the consent of such Loan Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Loan Guarantor Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement Waiver and Amendment and consents to the supplement of the Credit Agreement waiver and amendment effected pursuant to this AgreementWaiver and Amendment. Each Loan Guarantor Party hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which it is a party (in each case as such terms are defined in the applicable Loan Document). Each Loan Guarantor Party acknowledges and agrees that any that, except as expressly set forth herein, each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that that, except as expressly set forth herein, all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementWaiver and Amendment. Each Loan Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement as supplemented by this Agreement Party (other than Holdings, Intermediate Holdings and the Loan Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Increased Amount Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. Each Loan Guarantor Borrowers) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementWaiver and Amendment, such Loan Guarantor Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to any supplement to the Credit Agreement waiver and amendment effected pursuant to through this Agreement Waiver and Amendment and (ii) nothing in the Credit Agreement, this Agreement Waiver and Amendment or any other Loan Document shall be deemed to require the consent of such Loan Guarantor Party to any future amendments or waivers to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT. Each Loan Guarantor Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Agreement Third Amendment and consents to the supplement amendment of the Credit Agreement effected pursuant to this AgreementThird Amendment. Each Loan Guarantor Credit Support Party hereby confirms that each Loan Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee guaranty or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “"Guarantied Obligations” under each of " and "Secured Obligations," as the Loan Documents to which is a party case may be (in each case as such terms are defined in the applicable Loan Credit Support Document), including without limitation the payment and performance of all such "Guarantied Obligations" or "Secured Obligations," as the case may be, in respect of the Obligations of Company now or hereafter existing under or in respect of the Amended Agreement and the Notes defined therein. Each Loan Guarantor Credit Support Party acknowledges and agrees that any of the Loan Documents and the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder (which obligations on the date hereof remain absolute and unconditional and are not subject to any defenses, set-offs or counterclaims) shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AgreementThird Amendment. Each Loan Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement as supplemented by this Amended Agreement and the Loan Credit Support Documents to which it is a party or otherwise bound are true true, correct and correct complete in all material respects on and as of the Increased Amount Third Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true true, correct and correct complete in all material respects on and as of such earlier date. Each Loan Guarantor Credit Support Party (other than Company) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AgreementThird Amendment, such Loan Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to any supplement the amendments to the Credit Agreement effected pursuant to this Agreement Third Amendment and (ii) nothing in the Credit Agreement, this Agreement Third Amendment or any other Loan Document shall be deemed to require the consent of such Loan Guarantor Credit Support Party to any future amendments to the Credit Agreement.