Common use of Acknowledgements and Consents Clause in Contracts

Acknowledgements and Consents. (a) Each lender delivering a Lender Addendum on the Fifteenth Amendment Effective Date that was not a Lender immediately prior to giving effect to this Amendment (each a “New Lender”), hereby acknowledges and agrees that upon its execution of this Amendment that, in each case from and after the effectiveness of this Amendment, each shall become a “Lender” under, and for all purposes of, the Loan Agreement (as amended hereby) and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender further (i) confirms that it has received a copy of the Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as each has deemed appropriate to make its own credit analysis and decision to become a Lender; (ii) agrees that it will, independently and without reliance upon Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (iii) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the Other Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender and (v) represents and warrants that it is an Eligible Assignee under the Loan Agreement. (i) On the Fifteenth Amendment Effective Date, all Obligations shall be amended and modified as provided herein, (ii) on the Fifteenth Amendment Effective Date, the Revolver Loans of each of the Lenders shall be reallocated among the Lenders in accordance with their respective Revolving Commitments as set forth opposite such Lender’s name on Schedule A-1 to the Restated Loan Agreement which such Schedule is attached hereto as a part of Exhibit B attached hereto and in order to effect such reallocations, all requisite assignments shall be deemed to be made in amounts from each Lender to each Lender, with the same force and effect as if such assignments were evidenced by an Assignment and Acceptance but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived) and each Lender shall make full cash settlement with each other Lender, through Administrative Agent, as Administrative Agent may direct (after giving effect to any netting effected by Administrative Agent) with respect to all such assignments and reallocations and (iii) each of the Lenders hereby consents to the release of the Guarantees and the Liens set forth in Section 5 below and authorizes the Administrative Agent to take such actions, and file and record such documents and instruments, as are necessary or reasonably requested to effectuate such release. (c) On the Fifteenth Amendment Effective Date, each of (i) Sunbelt Rental Scaffold Services, LLC, (ii) Sunbelt Rentals Industrial Services, LLC, and (iii) Eve Trakway Limited shall no longer be “Borrowers” for all purposes under the Loan Agreement and the other Loan Documents and, other than Eve Trakway Limited, which is subject to the release set forth in Section 5 below, shall instead be “Guarantors” for all purposes under the Loan Agreement and the other Loan Documents.

Acknowledgements and Consents. Holdings, the Lead Borrower, the Canadian Borrower, the German Borrower, the Administrative Agent, the Converting Lenders, the New Incremental Tranche C Lender, the Euro Term Facility Lender and the Required Lenders party hereto each agree that (ai) Each lender delivering all Euro Term Loans made (or deemed to be made) pursuant hereto shall constitute Credit Agreement Refinancing Indebtedness with respect to the Initial U.S. Term Loans and that this Restatement Agreement shall constitute a Lender Addendum on Refinancing Amendment pursuant to and in accordance with Section 2.26 of the Fifteenth Amendment Restated Credit Agreement and (ii) all Incremental Tranche C Term Loans made (or deemed to be made) pursuant hereto shall constitute Incremental Term Loans and that this Restatement Agreement shall constitute an Incremental Term Loan Assumption Agreement pursuant to and in accordance with Section 2.22 of the Restated Credit Agreement. Notwithstanding the foregoing, it is acknowledged and agreed that all of the Incremental Tranche C Term Loans made (or deemed to be made) pursuant hereto shall, together with all Tranche C Term Loans existing as of the First Restatement Effective Date that was not Date, constitute a Lender immediately prior to giving effect to this Amendment (each a “New Lender”), hereby acknowledges and agrees that upon its execution single Class of this Amendment that, in each case from and after the effectiveness of this Amendment, each shall become a “Lender” under, and Tranche C Term Loans for all purposes of, the Loan Agreement (as amended hereby) and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender further (i) confirms that it has received a copy of the Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as each has deemed appropriate to make its own credit analysis and decision to become a Lender; (ii) agrees that it will, independently and without reliance upon Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (iii) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the Other Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender and (v) represents and warrants that it is an Eligible Assignee under the Loan Agreement. (i) On the Fifteenth Amendment Effective Date, all Obligations shall be amended and modified as provided herein, (ii) on the Fifteenth Amendment Effective Date, the Revolver Loans of each of the Lenders shall be reallocated among the Lenders in accordance with their respective Revolving Commitments as set forth opposite such Lender’s name on Schedule A-1 to the Restated Loan Agreement which such Schedule is attached hereto as a part of Exhibit B attached hereto and in order to effect such reallocations, all requisite assignments shall be deemed to be made in amounts from each Lender to each Lender, with the same force and effect as if such assignments were evidenced by an Assignment and Acceptance but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived) and each Lender shall make full cash settlement with each other the Restated Credit Agreement. The Converting Lenders, the New Incremental Tranche C Lender, through Administrative Agent, as Administrative Agent may direct (after giving effect to any netting effected by Administrative Agent) with respect to all such assignments and reallocations and (iii) each of the Lenders hereby consents to the release of the Guarantees Euro Term Facility Lender and the Liens set forth in Section 5 below Required Lenders party hereto each hereby consent to and authorizes expressly authorize the Administrative Agent to enter into any document (including the Mortgage Amendments and other real estate related documents), and to take such any actions, and file and record such documents and instruments, as are necessary or reasonably requested in order to effectuate such release. (c) On the Fifteenth Amendment Effective Date, each of (i) Sunbelt Rental Scaffold Services, LLC, (ii) Sunbelt Rentals Industrial Services, LLC, and (iii) Eve Trakway Limited shall no longer be “Borrowers” for all purposes under the Loan Agreement and the other Loan Documents and, other than Eve Trakway Limited, which is subject give effect to the release set forth in Section 5 below, shall instead be “Guarantors” for all purposes under the Loan Agreement and the other Loan Documentsterms of this Restatement Agreement.

Acknowledgements and Consents. Notwithstanding any provision of the Indenture, from the date of this Supplemental Indenture, but only so long as the Policy insuring the payments of the principal and interest on the Bonds of the 2012 Second Series shall be outstanding: (a) Each lender delivering a Lender Addendum on The Company acknowledges, agrees and consents that all of the Fifteenth Amendment Effective Date that was not a Lender immediately prior to giving effect to this Amendment (each a “New Lender”), hereby acknowledges and agrees that upon its execution rights of this Amendment that, in each case from and after the effectiveness holders of this Amendment, each shall become a “Lender” under, and for all purposes of, Bonds of the Loan Agreement (as amended hereby) and 2012 Second Series under the other Loan Documents, and Indenture shall be subject to and bound exercised by the terms thereofAmbac, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender further except that (i) confirms that it has received a copy all interest and principal shall be paid to the holders of Bonds of the Loan Agreement 2012 Second Series, and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as each has deemed appropriate to make its own credit analysis and decision to become a Lender; (ii) agrees that it will, independently and without reliance upon Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at only the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (iii) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the Other Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all holders of the obligations which by the terms Bonds of the Loan Agreement are required 2012 Second Series may approve an amendment to be performed by it as a Lender and (v) represents and warrants this Supplemental Indenture or the issuance of any supplemental indenture that it is an Eligible Assignee under extends the Loan Agreementmaturity of the Bonds of the 2012 Second Series, reduces the rate or extends the time of payment of any interest on the Bonds of the 2012 Second Series, reduces the amount of or extends the time of payment of the principal of the Bonds of the 2012 Second Series or amends this Section 1.03(a). (b) The Company acknowledges, agrees and consents that Ambac is a third party beneficiary to the Indenture and may enforce any right, remedy or claim (i) On of a holder of Bonds of the Fifteenth Amendment Effective Date2012 Second Series conferred, all Obligations shall be amended and modified as provided hereingiven or granted under the Indenture, or (ii) on conferred, given or granted to Ambac under this Supplemental Indenture; provided that nothing in the Fifteenth Amendment Effective Date, the Revolver Loans of each of the Lenders shall be reallocated among the Lenders in accordance with their respective Revolving Commitments as set forth opposite such Lender’s name on Schedule A-1 to the Restated Loan Agreement which such Schedule Indenture expressed or implied is attached hereto as a part of Exhibit B attached hereto and in order to effect such reallocations, all requisite assignments shall be deemed to be made in amounts from each Lender to each Lender, with the same force and effect as if such assignments were evidenced by an Assignment and Acceptance but without the payment of any related assignment fee, and no other documents or instruments shall be, intended or shall be required construed to be executed in connection with such assignments (all confer upon, or to give or grant to, any person or entity, other than the holders of which such requirements are hereby waived) and each Lender shall make full cash settlement with each other Lenderthe Bonds of the 2012 Second Series, through Administrative Agentthe Company, the Trustee and, as Administrative Agent may direct (after giving effect to provided in this Section 1.03, Ambac, any netting effected right, remedy or claim under or by Administrative Agent) with respect to all such assignments and reallocations and (iii) each reason of the Lenders hereby consents to Indenture or any covenant, condition or stipulation in the release of the Guarantees and the Liens set forth in Section 5 below and authorizes the Administrative Agent to take such actions, and file and record such documents and instruments, as are necessary or reasonably requested to effectuate such releaseIndenture. (c) On The Company will permit Ambac to discuss with appropriate officers of the Fifteenth Amendment Effective DateCompany the affairs and finances of the Company and any reasonable information regarding the lien of the Indenture on the properties of the Company and the accounts of the Company related thereto as Ambac may reasonably request, each of subject to any restrictions or limitations imposed on the Company by federal or state laws. (id) Sunbelt Rental Scaffold Services, LLC, (ii) Sunbelt Rentals Industrial Services, LLCThe Company agrees that it will not amend or modify, and (iii) Eve Trakway Limited shall no longer be “Borrowers” for all purposes under will not consent to any amendment or modification to, this Section 1.03 without the Loan Agreement and the other Loan Documents and, other than Eve Trakway Limited, which is subject to the release set forth in Section 5 below, shall instead be “Guarantors” for all purposes under the Loan Agreement and the other Loan Documentsexpress written consent of Ambac.

Acknowledgements and Consents. (a) Each lender delivering a Lender Addendum on of the Fifteenth Loan Parties acknowledges and agrees that, for the avoidance of doubt: (i) the obligations in respect of the First Amendment Incremental Term Loan, any Revolving Loans funded under the First Amendment Incremental Revolving Commitment and any First Amendment Delayed Draw Term Loans funded under the First Amendment DDTL Commitment constitute (or will constitute when funded) Obligations, Secured Obligations and Guaranteed Obligations, as applicable, and have all the benefits thereof; (ii) the First Amendment Incremental Term Loan shall have all the rights, remedies, privileges and protections under the Loan Documents as are applicable to the Term Loan A; (iii) the First Amendment Incremental Revolving Commitment (and any Revolving Loans funded thereunder) shall have all the rights, remedies, privileges and protections under the Loan Documents as are applicable to the Revolving Commitment (and the Revolving Loans funded thereunder); (iv) the First Amendment DDTL Commitment (and any First Amendment Delayed Draw Term Loans funded thereunder) shall have all the rights, remedies, privileges and protections under the Loan Documents as are applicable to the Closing Date DDTL Commitment (and the Closing Date Delayed Draw Term Loans funded thereunder); and (v) as of the First Amendment Effective Date that was not a Lender immediately prior to Date, after giving effect to this the funding of the First Amendment Incremental Term Loan, the aggregate outstanding principal amount of the Term Loan A is $214,937,500. (each a “New Lender”), hereby acknowledges b) The parties hereto acknowledge and agrees that upon its execution of this Amendment agree that, in each case from and after for the effectiveness avoidance of this Amendment, each shall become a “Lender” under, and for all purposes of, the Loan Agreement (as amended hereby) and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. Each New Lender further doubt: (i) confirms that it has received a copy the First Amendment Incremental Term Loan, the First Amendment Incremental Revolving Commitment and the First Amendment DDTL Commitment constitute an “Incremental Term Loan”, an “Incremental Revolving Commitment” and an “Incremental Delayed Draw Term Loan”, respectively, under Section 2.23 of the Loan Credit Agreement and are subject to all provisions of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein ; and such other documents and information as each has deemed appropriate to make its own credit analysis and decision to become a Lender; (ii) agrees that it willto the extent any Incremental Term Lender, independently and without reliance upon Incremental Revolving Lender or Incremental DDTL Lender constitutes an Additional Lender under Section 2.23(b) of the Credit Agreement, this Amendment shall constitute an instrument of joinder as required under Section 2.23(c)(i) of the Credit Agreement; provided that, notwithstanding anything herein to the contrary, the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (iii) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the Other Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender and (v) represents and warrants that it is an Eligible Assignee under the Loan Agreement. (i) On the Fifteenth Amendment Effective Date, all Obligations shall be amended and modified as provided herein, (ii) on the Fifteenth Amendment Effective Date, the Revolver Loans of each of the Lenders shall be reallocated among the Lenders in accordance with their respective Revolving Commitments as set forth opposite such Lender’s name on Schedule A-1 to the Restated Loan Agreement which such Schedule is attached hereto as a part of Exhibit B attached hereto and in order to effect such reallocations, all requisite assignments shall be deemed to be made in amounts from each Lender to each Lender, with the same force and effect as if such assignments were evidenced by an Assignment and Acceptance but without the payment of any related assignment fee, and no other documents or instruments shall be, or shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived) and each Lender shall make full cash settlement with each other Lender, through Administrative Agent, as Administrative Agent may direct (after giving effect to any netting effected by Administrative Agentwaive Section 2.23(a)(i) with respect to all such assignments and reallocations and (iii) each of the Lenders hereby consents to First Amendment Incremental Term Loan, the release of the Guarantees First Amendment Incremental Revolving Commitment and the Liens set forth in Section 5 below and authorizes the Administrative Agent to take such actions, and file and record such documents and instruments, as are necessary or reasonably requested to effectuate such releaseFirst Amendment DDTL Commitment. (c) On the Fifteenth Amendment Effective Date, each of (i) Sunbelt Rental Scaffold Services, LLC, (ii) Sunbelt Rentals Industrial Services, LLC, and (iii) Eve Trakway Limited shall no longer be “Borrowers” for all purposes under the Loan Agreement and the other Loan Documents and, other than Eve Trakway Limited, which is subject to the release set forth in Section 5 below, shall instead be “Guarantors” for all purposes under the Loan Agreement and the other Loan Documents.