Common use of ACKNOWLEDGMENT AND CONSENT Clause in Contracts

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment amendments of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Reimbursement Agreement and this Amendment and consents to the amendment of the Credit Reimbursement Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 im­paired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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. Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Reimbursement Agreement or any other Credit Document to consent to the amendments to the Credit Reimbursement Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Reimbursement Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Reimbursement Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor Domestic Subsidiary listed on the signature pages hereto and Holdings are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, and the Credit Documents to which they are a party are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which it is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Support 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 Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Reimbursement Agreement and this Amendment and consents to the amendment of the Credit Reimbursement Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 im­paired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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. Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Reimbursement Agreement or any other Credit Document to consent to the amendments to the Credit Reimbursement Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Reimbursement Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Reimbursement Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby (a) The Seller acknowledges that it has reviewed that, from time to time prior to the terms Termination Date, ARSC intends to sell all of ARSC’s right, title and provisions interest in, to and under the ARSC Purchased Assets, this Agreement and all of the Credit other Transaction Documents pursuant to the Transfer and Servicing Agreement and this Amendment that the interests of ARSC hereunder will be further assigned pursuant to the Indenture. The Seller acknowledges and agrees to each such sale by ARSC and consents to the amendment sale and assignment by ARSC of all or any portion of its right, title and interest in, to and under the ARSC Purchased Assets, this Agreement and the other Transaction Documents and all of ARSC’s rights, remedies, powers and privileges and all claims of ARSC against the Seller under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of ARSC at any time to enforce this Agreement against the Seller and the obligations of the Credit Agreement effected pursuant Seller hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this AmendmentAgreement, any other Transaction Document or the obligations in respect of the Seller thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by ARSC’s successors ands assigns to the same extent as ARSC may do. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor parties hereto acknowledges and agrees that ARSC’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of ARSC arising hereunder, and may rely on the Seller’s representations and warranties made herein as if made directly to them. The Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit AgreementLockbox Accounts.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Reimbursement Agreement and this Amendment and consents to the amendment of the Credit Reimbursement Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 im­paired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 and correct in all material respects on and as of such earlier date. Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Reimbursement Agreement or any other Credit Document to consent to the amendments to the Credit Reimbursement Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Reimbursement Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Reimbursement Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit DocumentLoan Document (as amended hereby)). Each Guarantor acknowledges and agrees that any of the Credit 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 Amendment. Each Guarantor (other than Holdings) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of the 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and Pledge and Security Agreement and this Amendment and consents to the amendment of amendments to the Credit Agreement and Pledge and Security Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 Amendment, except as expressly amended by this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Credit 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 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each of the Borrower and each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment consent and modifications contained herein and the making of the Credit Agreement effected pursuant to this Amendment2019 Incremental Term Loans. Each of the Borrower and each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document), including without limitation, the 2019 Incremental Term Loans. Each of the Borrower and each Guarantor acknowledges and agrees that any of the Credit Loan Documents (as they may be modified by this Amendment) 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 Amendment. Each of the Borrower and each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement and the Loan Documents to which it is a party or is otherwise bound are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the First Amendment Funding 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 (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Person 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 such Guarantor Person to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor Domestic Subsidiary and Holdings are referred to herein as a "CREDIT SUPPORT PARTY" and collectively as the "CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 and subject to the Credit Support Documents the payment and performance of all “"Obligations” " under each of the Credit Documents to which it is a party Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of, and in accordance with and subject to, the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Guarantor Credit Support Party acknowledges and agrees that any all of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of the First Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party (other than the Company) 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 such Guarantor Credit Support Party (other than the Company) to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Second Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Second Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Second Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of the 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, 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 Second Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each of the Borrower and each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment consent and modifications contained herein and the establishment of the Credit Agreement effected pursuant to this Amendment2020 Incremental Revolving Commitment. Each of the Borrower and each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document), including without limitation, the 2020 Incremental Revolving Loans. Each of the Borrower and each Guarantor acknowledges and agrees that any of the Credit Loan Documents (as they may be modified by this Amendment) 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 Amendment. Each of the Borrower and each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement and the Loan Documents to which it is a party or is otherwise bound are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the 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 (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Person 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 such Guarantor Person to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor Domestic Subsidiary and Holdings are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, and the Credit Documents to which they are a party are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which it is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Support 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 Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. The Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each The Guarantor hereby confirms that its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each Credit Document of the Loan Documents to which it is a party party, and agrees that, notwithstanding the effectiveness of this Amendment or otherwise bound any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and all Collateral encumbered thereby will continue to guarantee or secureother obligations, as and the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance terms of all “Obligations” under each of the Credit Loan Documents to which it is a party (party, as modified or supplemented in each case as such terms connection with this Amendment and the transactions contemplated hereby, are defined not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the applicable Credit Document)Obligations. Each The Guarantor acknowledges and agrees that any of the Credit Documents each Loan 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 Amendment. Each The Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such the 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 such the Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor Domestic Subsidiary listed on the signature pages hereto and Holdings are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, and the Credit Documents to which they are a party are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which it is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Support 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 Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all of the Obligations. Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement Agreement, the Collateral Documents to which it is a party, and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Loan Party hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case case, as such terms are defined in the applicable Credit Loan Document). Each Guarantor Loan Party acknowledges and agrees that any each of the Credit 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended 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 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the “Credit Support Parties”, and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Second Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Second Amendment. Each Guarantor Credit Support Party hereby confirms and affirms that each Credit Support 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 Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations” under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the “Obligations” under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Second Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Second Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the 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, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Guarantor Credit Support 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 Second Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. The Company is a party to certain Collateral Documents pursuant to which the Company has created Liens in favor of the Agents on certain Collateral to secure the Obligations. Each of the Guarantors party hereto is a party to certain Collateral Documents and the Guaranty, pursuant to which each such Guarantor has (i) guarantied the Obligations and (ii) created Liens in favor of the Administrative Agent on certain Collateral to secure the Guaranteed Obligations of such Guarantor under the Guaranty. The Guarantors party hereto are collectively referred to herein as the "Credit Support Parties," and the Collateral Documents and the Guaranty are collectively referred to herein as the "Credit Support Documents." Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement Agreement, the Collateral Documents and the Guaranty and this Amendment and consents to the further amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each 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 Credit Documents the payment and performance of all “"Obligations” under each of ," "Guarantied Obligations" and "Secured Obligations," as the Credit Documents to which it is a party case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations," "Guarantied Obligations" or "Secured Obligations," as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Amended Credit Agreement and the other Loan Documents. Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Credit Agreement and the other Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the 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, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party 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 Amended Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor of the Loan Parties hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor of the Loan Parties hereby confirms that each Credit Loan Document (as amended by this Amendment) 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 Credit Documents Loan Documents, as amended by this Amendment, the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor of the Loan Parties acknowledges and agrees that any of the Credit Documents Loan Documents, as amended by this Amendment, 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such the 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 Amendment, (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such the Guarantor to any future amendments to the Credit Agreement, and (iii) all liens and guaranties created, extended or renewed by the Security Agreement are hereby ratified.

ACKNOWLEDGMENT AND CONSENT. Each The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. The Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each The Guarantor hereby confirms that its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Document of the Loan Documents to which it is a party party, and agrees that, notwithstanding the effectiveness of this Amendment or otherwise bound any of the transactions contemplated thereby, such guarantees, pledges, grants of security interests and all Collateral encumbered thereby will continue to guarantee or secureother obligations, as and the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance terms of all “Obligations” under each of the Credit Loan Documents to which it is a party (party, as supplemented in each case as such terms connection with this Amendment and the transactions contemplated hereby, are defined not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the applicable Credit Document)Obligations. Each The Guarantor acknowledges and agrees that any of the Credit Documents each Loan 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 Amendment. Each The Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such the 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 such the Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that is already qualified or modified by materiality in the context thereof. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. REAFFIRMATION Each Guarantor Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Party hereby confirms and reaffirms that each 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 Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor Credit Party acknowledges and agrees that that, after giving effect to this Amendment, any of the 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 Amendment. As of the Fifth Amendment Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit Documents. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Forbearance Agreement and this Amendment and consents to the amendment supplement and modification of the Credit Agreement effected pursuant to this AmendmentAmendment and the Forbearance Agreement. Each Guarantor hereby confirms that each Credit Loan Document to which it is a party or otherwise bound and all Pledged Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all Liens and all of its obligations Obligations thereunder shall be valid and enforceable (subject to the Bankruptcy Qualification) and shall not be impaired or limited by the execution or effectiveness of this AmendmentAmendment and the Forbearance Agreement. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments supplements and modifications to the Credit Agreement and Forbearance Agreement effected pursuant to this Amendment and the Forbearance Agreement and (ii) nothing in the Credit Agreement, this Amendment Amendment, the Forbearance Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future modifications or amendments to any Loan Document. The Borrower and each Guarantor acknowledges and agrees that, except as expressly provided for herein, nothing in the Credit Agreement, this Amendment, the Forbearance Agreement or any other Loan Document shall be deemed to constitute a waiver of any Default or Event of Default, or an indication of the Administrative Agent’s or any Lender’s willingness to waive, any provisions of the Loan Documents.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor of the Credit Parties set forth on the signature pages hereto are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Documents to which they are a party are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each of the Company and the Credit Support Parties hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor of the Company and the Credit Support Parties hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “"Obligations” " under each of the Credit Support Documents to which it is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Guarantor of the Company and the Credit Support Parties acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor of the Company and the Credit Support Parties represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the 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, correct and complete in all material respects on and as of such earlier date. Each of the Company and the Credit Support Parties acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, each such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Support 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 Support Document shall be deemed to require the consent of any of the Company and each such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each As of the Effective Date, each Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Amendment and the Amended and Restated Credit Agreement and this Amendment and consents to the amendment and amendment and restatement of the Credit Agreement effected pursuant to this Amendment, and acknowledges and agrees that, upon the effectiveness of the Transactions, the Initial B Term Lenders, the Revolving Credit Lenders and the Initial A Term Lenders (including both existing lenders under the Credit Agreement and additional Lenders) are “Lenders” and “Secured Parties” for all purposes under the Loan Documents to which such Guarantor is a party. Each As of the Effective Date, the Borrower and each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit DocumentLoan Document (as amended hereby)). Each As of the Effective Date, the Borrower and each Guarantor acknowledges acknowledge and agrees agree that any of the Credit 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 AmendmentAmendment and the Amended and Restated Credit Agreement. Each As of the Effective Date, each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to amendment and amendment and restatement of the Credit Agreement effected pursuant to this Amendment and (ii) nothing in this Amendment, the Amended and Restated Credit Agreement, this Amendment Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to amendment to, or amendment and restatement of, the Amended and Restated Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor of the Guarantors set forth on the signature pages annexed hereto are collectively referred to herein as the “Credit Support Parties”. Each of the Credit Support Parties hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment Forebearance Agreement and consents to the amendment of the Credit Agreement effected affected pursuant to the terms of this AmendmentForebearance Agreement. Each Guarantor Credit Support Party hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor of the Credit Support Parties acknowledges and agrees that any each of the 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 AmendmentForebearance Agreement. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, and the Credit Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Forebearance 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, correct and complete in all material respects on and as of such earlier date. Each of the Credit Support Parties acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentForebearance Agreement, such Guarantor it is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement terms effected pursuant to this Amendment Forebearance Agreement and (ii) nothing in the Credit Agreement, this Amendment Forebearance Agreement or any other Credit Document shall be deemed to require the consent of such Guarantor Credit Support Parties to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Holdings and certain Subsidiaries of Holdings have (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure their obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each Guarantor Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendment of the Credit Agreement and consents effected pursuant to this First Amendment. Each Guarantor Credit Party hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “"Obligations” " under each of the Credit Documents to which it is a party Loan Documents, as the case may be (in each case as such terms are defined in the applicable Credit Loan Document), including without limitation the payment and performance of all such "Obligations" under each of the Loan Documents, as the case may be, in respect of the Obligations of the Borrowers now or hereafter existing under or in respect of the Credit Agreement. Each Guarantor Credit Party acknowledges and agrees that any of the Credit 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 First Amendment. Each Guarantor Credit Party represents and warrants that all representations and warranties made by such Credit Party contained in the Credit Agreement, this First Amendment 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 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 Credit Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Guarantor Credit Party 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 First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Credit Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each of the Borrower and each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment consent and modifications contained herein. Each of the Credit Agreement effected pursuant to this Amendment. Each Borrower and each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each of the Borrower and each Guarantor acknowledges and agrees that any of the Credit Loan Documents (as they may be modified by this Amendment) 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 Amendment. Each of the Borrower and each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement and the Loan Documents to which it is a party or is otherwise bound are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the 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 (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Person 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 such Guarantor Person to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the First Lien Credit Agreement and this Sixth Amendment and consents to the amendment of the First Lien Credit Agreement effected pursuant to this Sixth Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 Sixth Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Sixth Amendment, such Guarantor is not required by the terms of the First Lien Credit Agreement or any other Credit Loan Document to consent to the amendments to the First Lien Credit Agreement effected pursuant to this Sixth Amendment and (ii) nothing in the First Lien Credit Agreement, this Sixth Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the First Lien Credit Agreement. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies, reaffirms and grants such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Loan Parties hereby consents to this Sixth Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed.

ACKNOWLEDGMENT AND CONSENT. Each Subsidiary Guarantor and the Specified Designated Borrower each hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement Restated Loan Documents and this Amendment Agreement and consents to the amendment and restatement of the Credit Agreement Existing Loan Documents effected pursuant to this AmendmentAgreement and the Restated Loan Documents and the transactions contemplated thereby (including the making of the Additional Term Loans by the Additional Term Lenders) and acknowledges and agrees that the Additional Term Lenders (and any permitted assignees thereof) are each a “Lender” and a “Secured Party” for all purposes of the Loan Documents. Each Guarantor Loan Party and the Specified Designated Borrower each hereby confirms that each Credit Loan Document to which it is a party or otherwise bound and all of its Collateral encumbered thereby will continue to guarantee or secure, as the case may be, and confirms its grant of any applicable security interest in the Collateral to secure, to the fullest extent possible in accordance with the Credit Documents Loan Documents, the payment and performance of all “Obligations” and “Secured Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit DocumentLoan Document (as amended hereby and by the Restated Loan Documents)). Each Guarantor acknowledges The Company and agrees each other Loan Party acknowledge and agree that any of the Credit Loan Documents to which it is a party or otherwise bound (other than the Existing Loan Documents, which shall be amended and restated in their entirety by the Restated Loan Documents) 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 AmendmentAgreement and the Restated Loan Documents. Each Subsidiary Guarantor and the Specified Designated Borrower acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, such Subsidiary Guarantor or the Specified Designated Borrower is not required by the terms of the Credit Agreement BOI- 39223v79 Restated Loan Documents or any other Credit Loan Document to consent to the amendments to the Credit Agreement Restated Loan Documents effected pursuant to this Amendment Agreement and (ii) nothing in the Credit AgreementRestated Loan Documents, this Amendment Agreement or any other Credit Loan Document shall be deemed to require the consent of such Subsidiary Guarantor or the Specified Designated Borrower, as the case may be, to any future amendments to the Second Restated Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each of Holdings, Borrower and each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each of Holdings, Borrower and each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each of Holdings, Borrower and each Guarantor acknowledges and agrees that any of the Credit Documents (as they may be modified by this Amendment) 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 AmendmentAmendment other than to the extent expressly contemplated hereby. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor of the Credit Support Parties hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “"Obligations” " under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor of the Credit Support Parties acknowledges and agrees that any each of the Credit 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Loan Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the First Amendment to A&R Credit Agreement 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, correct and complete in all material respects on and as of such earlier date. Each of the Credit Support Parties acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor it 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 such Guarantor Credit Support Parties to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor Domestic Subsidiary and Holdings are referred to herein as a "CREDIT SUPPORT PARTY" and collectively as the "CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 and subject to the Credit Support Documents the payment and performance of all “"Obligations” " under each of the Credit Documents to which it is a party Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of, and in accordance with and subject to, the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Guarantor Credit Support Party acknowledges and agrees that any all of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Second Amendment Effective Date to the same extent as though made on and as of the Second Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party (other than the Company) 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 such Guarantor Credit Support Party (other than the Company) to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended 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 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 and correct in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty and this Amendment and consents to the amendment and restatement of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case case, as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any each of the Credit 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor Holdings hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Holdings hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor Holdings acknowledges and agrees that any of the Credit 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 im­paired or limited by the execution or effectiveness of this Amendment. Each Guarantor Holdings represents and warrants that all representations and warranties contained in the Amended 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 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. Holdings acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Holdings 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 such Guarantor Holdings to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor Domestic Subsidiary and Holdings are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, and the Credit Documents to which they are a party are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which it is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Support 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 Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Company is a party to the Company Guaranty pursuant to which Company has guarantied certain Obligations under the Credit Agreement. Each Guarantor Subsidiary of Company is a party to the Subsidiary Guaranty Agreement pursuant to which each such Subsidiary has guarantied certain Obligations under the Credit Agreement. Each of the Loan Parties is a party to certain Collateral Documents pursuant to which the Loan Parties have granted Liens on certain Collateral to the Collateral Agent, for the benefit of Lenders and the Senior Note Holders. The Company Guaranty, the Subsidiary Guaranty Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Loan Party hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of "GUARANTIED OBLIGATIONS" and "SECURED OBLIGATIONS", as the Credit Documents to which it is a party case may be (in each case as such terms are defined in the applicable 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 Guarantor Loan Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the 5 execution or effectiveness of this Amendment. Each Guarantor Loan Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Eleventh 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, correct and complete in all material respects on and as of such earlier date. Each Loan Party (other than Borrowers) acknowledges and agrees that (ia) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Loan Party 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 (iib) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Loan Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor is referred to herein as a "CREDIT SUPPORT PARTY" and collectively as the "CREDIT SUPPORT PARTIES", and the Loan Documents to which they are a party are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “"Obligations” " (and, if applicable, all "Secured Obligations" or "Loan Document Obligations") under each of the Credit Support Documents to which it is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Support 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 Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. REAFFIRMATION Each Guarantor Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Party hereby confirms and reaffirms that each 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 Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor Credit Party acknowledges and agrees that that, after giving effect to this Amendment, any of the 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 Amendment. As of the Third Amendment Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit Documents. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended 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 date hereof and on the Second Amendment Effective 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, the consent of such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document in order to consent to effect 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this First Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this First Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendment of amendments to the Credit Agreement effected pursuant to this First Amendment. Each Guarantor hereby confirms that its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each Credit Document of the Loan Documents to which it is a party party, and agrees that, notwithstanding the effectiveness of this First Amendment or otherwise bound any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests and all Collateral encumbered thereby will continue to guarantee or secureother obligations, as and the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance terms of all “Obligations” under each of the Credit Loan Documents to which it is a party (party, as modified or supplemented in each case as such terms connection with this First Amendment and the transactions contemplated hereby, are defined not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the applicable Credit Document)Obligations. Each Guarantor acknowledges and agrees that any of the Credit Documents each Loan 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 First Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such the 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 First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Loan Document shall be deemed to require the consent of such any Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 and correct in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended 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 Fifth 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended 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 Second Amendment Effective Date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) 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 (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as of such earlier date). Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed Notwithstanding the terms provisions of Sections 1.3(b)(ii) and provisions 6.8 of the Credit Agreement, Agent and Lenders hereby consent to (i) Penn Traffic’s execution and delivery of the Amended Supply Agreement, a copy of which is attached hereto as Exhibit A (it being understood that any amendments or modifications to the Amended Supply Agreement and attached hereto as Exhibit A following the effectiveness of this Amendment that adversely affects any of the rights and consents remedies of the Agent or any Lender must be acceptable to the amendment Agent in its sole discretion), (ii) the transactions contemplated thereby and (iii) Borrowers’ and the other Credit Parties’ performance of their respective obligations thereunder. Furthermore, any temporary dip in Excess Revolver Availability below any required minimums in the Credit Agreement effected pursuant shall not constitute an Event of Default so long as it has been cured on or prior to this Amendmentthe date hereof. Each Guarantor In addition, Agent and Lenders hereby confirms that each Credit Document acknowledge and agree that: (a) the sale of the Existing Inventory (as such term is defined in the Non-Produce Inventory Agreement) to which it is a party or otherwise bound C&S as contemplated by the Amended Supply Agreement shall be free and clear of all existing and future liens, claims and encumbrances of Agent and the Lenders, and Agent and Lenders hereby release any and all liens, claims or encumbrances any of them has or may have on the Existing Inventory (as defined in the Non-Produce Inventory Agreement) (including any Proceeds thereof until the Transfer of Ownership (as defined below)); and (b) the Merchandise (as defined in the Amended Supply Agreement) shall not constitute Collateral encumbered thereby will continue (and no lien, claim or encumbrance of Agent or any Lender shall attach and neither the Agent nor any Lender shall have any remedial rights with respect thereto) until the time that such Merchandise is loaded and sealed at a Facility (as defined in the Amended Supply Agreement) and such Merchandise has left such Facility and is in transit to guarantee or securea Penn Traffic Store (as defined in the Amended Supply Agreement; such time, the “Transfer of Ownership”). Agent, Lenders, Borrowers and the other Credit Parties agree that until the Transfer of Ownership, C&S shall retain ownership (as seller, consignor and/or xxxxxx, as the case may be, ) of and hold a lien and security interest in and to such Merchandise (including the Proceeds thereof) until the Transfer of Ownership to secure all sums owing to C&S pursuant to the fullest extent possible in accordance with the Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Amended Supply Agreement or any other agreements between C&S and the Borrowers (and, until the Transfer of Ownership, neither the Agent, the Lenders, the Borrowers nor any Credit Document Party shall have any lien, claim or encumbrances thereon, including any Proceeds thereof), and C&S may, in its sole and absolute discretion, exercise any of its rights and remedies with respect to consent to all or any part of such Merchandise until the amendments to the Credit Agreement effected pursuant to this Amendment Transfer of Ownership, and (ii) nothing in the Credit Agreementnone of Agent, this Amendment Lenders, Borrowers or any other Credit Document Party shall have any lien, claim or encumbrance including, without limitation, any security interest in any such Merchandise until the Transfer of Ownership. Notwithstanding anything to the contrary contained herein, upon the Transfer of Ownership, any lien or security interest granted to C&S under the Supply Agreement and held by C&S upon such Merchandise shall automatically and without further action required by any Person be released, provided that any such release shall not prejudice any statutory rights or liens otherwise available to C&S under PACA, the Code or other applicable law as a seller of goods. With respect to the provisions of this Section 2 only, C&S shall be deemed to require a third party beneficiary of this Amendment, coupled with the consent power of such Guarantor to any future amendments to the Credit Agreementenforcement thereof.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Second Amended and Restated Credit Agreement, the Second Amended and Restated Collateral Agreement and this Amendment and consents to the amendment and restatement of the Credit Agreement, the Collateral Agreement and all other agreements (including Lien and Guarantor releases) effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” Obligations under each of the Credit Documents to which it is a party (including all Obligations in each case as such terms are defined in the applicable Credit Documentrespect of Xxxxxxx 0X Xxxx Loan Commitments and Tranche 2 Term Loans). Each Guarantor acknowledges and agrees that any of the 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 Amendment, the establishment of the Tranche 2 Term Loan Facility, the effectiveness of the Xxxxxxx 0X Xxxx Loan Commitments or any Credit Extensions made in respect thereof, including Tranche 2 Term Loans. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement or the Collateral Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment Agreement and consents to the amendment supplement of the Credit Agreement effected pursuant to this AmendmentAgreement. Each Guarantor hereby confirms that each Credit Loan Document to which it is a party or otherwise bound and all Pledged Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all Liens and all of its obligations Obligations thereunder shall be valid and enforceable (subject to the Bankruptcy Qualification) and shall not be impaired or limited by the execution or effectiveness of this AmendmentAgreement. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments supplements to the Credit Agreement effected pursuant to this Amendment Agreement and (ii) nothing in the Credit Agreement, this Amendment Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future modifications or amendments to any Loan Document. The Borrower and each Guarantor acknowledges and agrees that, except as expressly provided for herein, nothing in the Credit Agreement, this Agreement or any other Loan Document shall be deemed to constitute a waiver of any Default or Event of Default, or an indication of the Administrative Agent’s or any Lender’s willingness to waive, any provisions of the Loan Documents.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Buyback Amendment and consents to the amendment waiver of the Credit Agreement effected pursuant to this Buyback Amendment. Each “Grantor” under and as defined in the applicable Collateral Documents and each Guarantor hereby confirms that each Credit Document to which it is a party or by which it is 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any each of the Credit Documents to which it is a party or by which it is 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 Buyback Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Credit Documents to which it is a party or by which it is otherwise bound are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the Buyback 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 such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Buyback Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments waivers to the Credit Agreement effected pursuant to this Buyback Amendment and (ii) nothing in the Credit Agreement, this Buyback Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any amendments or any future amendments waivers to the Credit Agreement. Each Lender party hereto acknowledges and agrees that the Administrative Agent may act as agent for the lenders under the Permitted Buyback Indebtedness with respect to all matters relating to the Collateral and the Collateral Documents.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment, including any new Commitments by any Additional Lenders, and acknowledges and agrees that the Lenders (including both existing Lenders and Additional Lenders) are “Lenders” and “Secured Parties” for all purposes under the Loan Documents to which such Guarantor is a party. Each The Borrower and each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit DocumentLoan Document (as amended hereby)). Each The Borrower and each Guarantor acknowledges and agrees that any of the Credit 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 this Amendment, the Credit Agreement, this Amendment Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. The Company Guaranty, Subsidiary Guaranty and Collateral Documents to which each Subsidiary Guarantor and Borrowers, as applicable, are party are herein referred to collectively as the "CREDIT SUPPORT DOCUMENTS". Each Guarantor Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this AmendmentWaiver. Each Guarantor Loan Party hereby confirms that each 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 Credit Documents the payment and performance of all “"Guarantied Obligations” under each of " and "Secured Obligations" as the Credit Documents to which it is a party case may be (in each case as such terms are defined in the applicable 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 Borrowers now or hereafter existing under or in respect of the Credit Agreement. Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AmendmentWaiver. Each Guarantor Credit Support Party (other than Borrowers) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentWaiver, such Guarantor Credit Support Party 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 Waiver and (ii) nothing in the Credit Agreement, this Amendment Waiver or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments consents or waivers to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Holdings and certain Subsidiaries of Holdings have (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure their obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each Guarantor Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Fourth Amendment and consents to the amendment of the Credit Agreement and consents effected pursuant to this Fourth Amendment. Each Guarantor Credit Party hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” Obligations under each of the Credit Documents to which it is a party Loan Documents, as the case may be (in each case as such terms are defined in the applicable Credit Loan Document), including without limitation the payment and performance of all such Obligations under each of the Loan Documents, as the case may be, in respect of the Obligations of the Borrowers now or hereafter existing under or in respect of the Credit Agreement. Each Guarantor Credit Party acknowledges and agrees that any of the Credit 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 Fourth Amendment, in each case except as amended or waived pursuant hereto. Each Guarantor Credit Party represents and warrants that all representations and warranties made by such Credit Party contained in the Credit Agreement, this Fourth Amendment 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 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 and correct in all material respects on and as of such earlier date. Each Credit Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fourth Amendment, such Guarantor Credit Party 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 Fourth Amendment and (ii) nothing in the Credit Agreement, this Fourth Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Credit Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Third Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Third Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “"Obligations” " under each of the Credit Documents to which it is a party Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Third Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Third Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Third Amendment 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, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Third Amendment, such Guarantor Credit Support 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 Third Amendment and (ii) nothing in the Credit Agreement, this Third Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Holdings and certain Subsidiaries of Holdings have (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure their obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each Guarantor Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Second Amendment and consents to the amendment of the Credit Agreement and consents effected pursuant to this Second Amendment. Each Guarantor Credit Party hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “"Obligations” " under each of the Credit Documents to which it is a party Loan Documents, as the case may be (in each case as such terms are defined in the applicable Credit Loan Document), including without limitation the payment and performance of all such "Obligations" under each of the Loan Documents, as the case may be, in respect of the Obligations of the Borrowers now or hereafter existing under or in respect of the Credit Agreement. Each Guarantor Credit Party acknowledges and agrees that any of the Credit 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 Second Amendment. Each Guarantor acknowledges Credit Party represents and agrees warrants that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, all representations and warranties made by 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 Party contained in the Credit Agreement, this Second Amendment and the other Loan Documents to which it is a party or any other Credit Document shall be deemed otherwise bound are true and correct in all material respects on and as of the Second Amendment Effective Date to require the consent 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 Guarantor to any future amendments to the Credit Agreementearlier date.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended 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 date hereof and the First Amendment Effective 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, the consent of such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document in order to consent to effect 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended 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 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 and correct in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each As of the Incremental Effective Date, each Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Incremental Amendment and the Amended Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Incremental Amendment, and acknowledges and agrees that, upon the effectiveness of the transactions contemplated hereby, the Additional B Term Lenders are “Initial B Term Lenders”, “Lenders” and “Secured Parties” for all purposes under the Loan Documents to which such Guarantor is a party. Each As of the Incremental Effective Date, the Borrower and each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit DocumentLoan Document (as amended hereby)). Each As of the Incremental Effective Date, the Borrower and each Guarantor acknowledges acknowledge and agrees agree that any of the Credit 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 AmendmentIncremental Amendment and the Amended Credit Agreement. Each As of the Incremental Effective Date, each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Incremental Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to amendment of the Credit Agreement effected pursuant to this Incremental Amendment and (ii) nothing in this Incremental Amendment, the Amended Credit Agreement, this Amendment Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to amendment to, or amendment and restatement of, the Amended Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty and this Amendment and consents to the amendment and restatement of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case case, as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any each of the Credit 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 im-paired or limited by the execution or effectiveness of this Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Second Amended and Restated Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 im-paired or limited by the execution or effectiveness of this Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Pledge and Security Agreement and this Amendment and consents to the amendment of the Credit Agreement and the Pledge and Security Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement, the Pledge and Security Agreement or any other Credit Document to consent to the amendments to the Credit Agreement and the Pledge and Security Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, the Pledge and Security Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement or the Pledge and Security Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Subsidiary Guarantor hereby acknowledges that it listed on the signature pages hereof has reviewed the terms and provisions of the Credit Agreement and read this First Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor terms hereof and hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the Credit Documents Subsidiary Guaranty and Security 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 enforceable, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally and by equitable principles relating to enforceability, and shall not be impaired or limited by the execution or effectiveness of this First Amendment. As of the date hereof, each Subsidiary Guarantor hereby acknowledges, confirms and agrees to its obligations under the Subsidiary Guaranty executed by it, all without offset, defense or counterclaim of any kind, nature or description whatsoever. Company and each Subsidiary Guarantor hereby acknowledges, confirms and agrees that the Collateral Agent, on behalf of the Secured Creditors, has and shall continue to have valid, enforceable and perfected liens upon and security interests in the Collateral heretofore granted to Collateral Agent pursuant to the Loan Documents or otherwise granted to or held by Collateral Agent. Each Subsidiary Guarantor represents and warrants that all representations and warranties contained in this First Amendment and each Subsidiary Guaranty and Security Document to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the 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, correct and complete in all material respects on and as of such earlier date. Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, 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 First Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendments to the Credit AgreementAgreement as amended hereby.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Third Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Third Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Third Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of the 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 and correct in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Third Amendment, 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 Third Amendment and (ii) nothing in the Credit Agreement, this Third Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended 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 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 (except that such materiality qualified shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof). Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. REAFFIRMATION Each Guarantor Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Party hereby confirms and reaffirms that each 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 Credit Documents the payment and performance of all “Obligations” and “Secured Obligations”, as applicable, under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor Credit Party acknowledges and agrees that that, after giving effect to this Amendment, any of the 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 Amendment. As of the Fourth Amendment Effective Date, each Credit Party reaffirms each Lien it granted to the Collateral Agent for the benefit of the Secured Parties, and any Liens that were otherwise created or arose under each of the Credit Documents to which such Credit Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Credit Documents to which such Credit Party is party, which Liens and guaranties shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof and shall continue to secure the Obligations of the Borrower and the other Credit Parties under any Credit Document, in each case, on and subject to the terms and conditions set forth in the Credit Agreement and the Credit Documents. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.. SECTION V.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment, including any new Commitments by any additional Lenders, and acknowledges and agrees that the Lenders (including both existing Lenders and additional Lenders) are “Lenders” and “Secured Parties” for all purposes under the Loan Documents to which such Guarantor is a party. Each The Borrower and each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit DocumentLoan Document (as amended hereby)). Each The Borrower and each Guarantor acknowledges and agrees that any of the Credit 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 this Amendment, the Credit Agreement, this Amendment Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and Security Agreement and this Amendment and consents to the amendment of the Credit Agreement and Security Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in Section 5 of the Security Agreement and Section 4 of the Credit Agreement are true and correct in all material respects on and as of the 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement, Security Agreement or any other Credit Document to consent to the amendments to the Credit Agreement, Security Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, Security Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement and Security Agreement.

ACKNOWLEDGMENT AND CONSENT. Holdings and certain Subsidiaries of Holdings have (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure their obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each Guarantor Credit Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Third Amendment and consents to the amendment of the Credit Agreement and consents effected pursuant to this Third Amendment. Each Guarantor Credit Party hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” Obligations under each of the Credit Documents to which it is a party Loan Documents, as the case may be (in each case as such terms are defined in the applicable Credit Loan Document), including without limitation the payment and performance of all such Obligations under each of the Loan Documents, as the case may be, in respect of the Obligations of the Borrowers now or hereafter existing under or in respect of the Credit Agreement. Each Guarantor Credit Party acknowledges and agrees that any of the Credit 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 Third Amendment. Each Guarantor Credit Party represents and warrants that all representations and warranties made by such Credit Party contained in the Credit Agreement, this Third Amendment 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 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 and correct in all material respects on and as of such earlier date. Each Credit Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Third Amendment, such Guarantor Credit Party 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 Third Amendment and (ii) nothing in the Credit Agreement, this Third Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Credit Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and the Pledge and Security Agreement and this Amendment and consents to the amendment of amendments to the Credit Agreement and the Pledge and Security Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that CH\2043922.4 each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 Amendment, except as expressly amended by this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Credit 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 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment and waiver of the Credit Agreement effected pursuant to this Amendment. Each “Grantor” under and as defined in the applicable Collateral Documents and each Guarantor hereby confirms that each Credit Document to which it is a party or by which it is 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any that, except as specifically modified by this Amendment, each of the Credit Documents to which it is a party or by which it is 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 Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments and waivers 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 such Guarantor to any amendments or any future amendments waivers to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 and correct in all material respects on and as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor is referred to herein as a "CREDIT SUPPORT PARTY" and collectively as the "CREDIT SUPPORT PARTIES", and the Loan Documents to which they are a party are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “"Obligations” " (and, if applicable, all "Secured Obligations" or "Loan Document Obligations") under each of the Credit Support Documents to which it is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Support 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 Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Company is a party to the Company Guaranty pursuant to which Company has guarantied certain Obligations under the Credit Agreement. Each Guarantor Subsidiary of Company is a party to the Subsidiary Guaranty Agreement pursuant to which each such Subsidiary has guarantied certain Obligations under the Credit Agreement. Each of the Loan Parties is a party to certain Collateral Documents pursuant to which the Loan Parties have granted Liens on certain Collateral to the Collateral Agent, for the benefit of Lenders and the Senior Note Holders. The Company Guaranty, the Subsidiary Guaranty Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Loan Party hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of "GUARANTIED OBLIGATIONS" and "SECURED OBLIGATIONS", as the Credit Documents to which it is a party case may be (in each case as such terms are defined in the applicable 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 Guarantor Loan Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor acknowledges Loan Party represents and agrees warrants that (i) notwithstanding all representations and warranties contained in the conditions Amended Agreement and the Credit Support Documents to effectiveness set forth which it is a party or otherwise bound are true, correct and complete in this Amendment, such Guarantor is not required by the terms all material respects on and as of the Credit Agreement or any other Credit Document to consent Twelfth Amendment Effective Date to the amendments same extent as though made on and as of that date, except to the Credit Agreement effected pursuant extent such representations and warranties specifically relate to this Amendment an earlier date, in which case they were true, correct and (ii) nothing complete in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent all material respects on and as of such Guarantor to any future amendments to the Credit Agreementearlier date.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Second Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Second Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Second Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects (provided that if any representation or warranty is by its terms qualified by concepts of materiality, such representation shall be true and correct in all respects) on and as of the Amendment Agreement Effective Date and the 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, 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 Second Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor of the Credit Support Parties hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “"Obligations” " under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor of the Credit Support Parties acknowledges and agrees that any each of the Credit 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 Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, and the Loan Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the 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, correct and complete in all material respects on and as of such earlier date. Each of the Credit Support Parties acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor it 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 such Guarantor Credit Support Parties to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Fifth Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Fifth Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “"Obligations” " under each of the Credit Documents to which it is a party Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Fifth Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Fifth Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fifth Amendment 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, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fifth Amendment, such Guarantor Credit Support 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 Fifth Amendment and (ii) nothing in the Credit Agreement, this Fifth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor of Holdings and certain Subsidiaries of the Company has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under the Revolving DIP Credit Agreement and the Collateral Documents subject to the terms and provisions of the Revolving DIP Credit Agreement and the Collateral Documents. Each of Holdings and certain Subsidiaries of the Company who have guaranteed the Obligations are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Revolving DIP Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Revolving DIP Credit Agreement and this Amendment and consents to the amendment and waiver of the Revolving DIP Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “"Obligations” " under each of the Credit Documents to which it is a party Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Revolving DIP Credit Agreement and the Collateral Documents. Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor The Company and each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendmentthat, 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) except as expressly provided herein, nothing in the Revolving DIP Credit Agreement, the Pledge and Security Agreement, this Amendment or any other Credit Document shall be deemed to require constitute an amendment to or waiver of any Default or Event of Default, or an indication of the consent Administrative Agent's or Lender's willingness to amend or waive, any other provisions of such Guarantor to any future amendments to the Credit AgreementDocuments.

ACKNOWLEDGMENT AND CONSENT. Certain Subsidiaries of Company have (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. The Subsidiaries of Company who has guaranteed the Obligations together with the Company are collectively referred to herein as the “Credit Support Parties”, and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Guarantor Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and Consent and consents to the amendment of the Credit Agreement and consents effected pursuant to this AmendmentFirst Amendment and Consent. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations” under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the “Obligations” under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AmendmentFirst Amendment and Consent. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Amendment and Consent and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentFirst Amendment and Consent, such Guarantor Credit Support Party 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 First Amendment and Consent and (ii) nothing in the Credit Agreement, this First Amendment and Consent or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor Domestic Subsidiary listed on the signature pages hereto is referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, and the Credit Documents to which they are a party are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which it is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Support 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 Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Third Amended and Restated Credit Agreement and this Amendment and consents to the amendment and restatement of the Existing Credit Agreement and all other agreements effected pursuant to this Amendment. Each Guarantor hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (including all Obligations in each case as such terms are defined in the applicable Credit Documentrespect of Tranche 3 Term Loan Commitments and Tranche 3 Term Loans). Each Guarantor acknowledges and agrees that any of the 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 Amendment, the establishment of the Tranche 3 Term Loan Facility, the effectiveness of the Tranche 3 Term Loan Commitments or any Credit Extensions made in respect thereof, including Tranche 3 Term Loans. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Existing Credit Agreement or any other Credit Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Existing Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. The Borrower hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Second Amendment or any of the transactions contemplated hereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented in connection with this Second Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Collateral Agreement and this Second Amendment and consents to the amendment of amendments to the Credit Agreement and the Collateral Agreement effected pursuant to this Second Amendment. Each Guarantor hereby confirms that its guarantees, pledges, grants of security interests and other obligations under and subject to the terms of each Credit Document of the Loan Documents to which it is a party party, and agrees that, notwithstanding the effectiveness of this Second Amendment or otherwise bound any of the transactions contemplated hereby, such guarantees, pledges, grants of security interests and all Collateral encumbered thereby will continue to guarantee or secureother obligations, as and the case may be, to the fullest extent possible in accordance with the Credit Documents the payment and performance terms of all “Obligations” under each of the Credit Loan Documents to which it is a party (party, as modified or supplemented in each case as such terms connection with this Second Amendment and the transactions contemplated hereby, are defined not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the applicable Credit Document)Obligations. Each Guarantor acknowledges and agrees that any of the Credit Documents each Loan 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 Second Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such the 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 or the Collateral Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, the Collateral Agreement, this Second Amendment or any other Credit Loan Document shall be deemed to require the consent of such any Guarantor to any future amendments to the Credit Agreement or the Collateral Agreement.

ACKNOWLEDGMENT AND CONSENT. Each As of the 2017 Refinancing Effective Date and the 2017 Amendment Effective Date, each Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Amendment and the Amended and Restated Credit Agreement and this Amendment and consents to the amendment and amendment and restatement of the Credit Agreement effected pursuant to this Amendment, including any increase or decrease in Commitments from the Credit Agreement (and any new Commitments by any additional Lenders) and acknowledges and agrees that the Lenders (including both existing Lenders and additional Lenders) are “Lenders” and “Secured Parties” for all purposes under the Loan Documents to which such Guarantor is a party. Each As of the 2017 Refinancing Effective Date and the 2017 Amendment Effective Date, the Borrower and each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit DocumentLoan Document (as amended hereby)). Each As of the 2017 Refinancing Effective Date and the 2017 Amendment Effective Date, the Borrower and each Guarantor acknowledges and agrees that any of the Credit 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 AmendmentAmendment and the Amended and Restated Credit Agreement. Each As of the 2017 Refinancing Effective Date and the 2017 Amendment Effective Date, each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 this Amendment, the Amended and Restated Credit Agreement, this Amendment Agreement or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended and Restated Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor of the Credit Parties set forth on the signature pages hereto are collectively referred to herein as the “Credit Support Parties”, and the Credit Documents to which they are a party are collectively referred to herein as the “Credit Support Documents”. Each of the Company and the Credit Support Parties hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor of the Company and the Credit Support Parties hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which it is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Guarantor of the Company and the Credit Support Parties acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor of the Company and the Credit Support Parties represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the 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, correct and complete in all material respects on and as of such earlier date. Each of the Company and the Credit Support Parties acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, each such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Support 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 Support Document shall be deemed to require the consent of any of the Company and each such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Amendment No. 3 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the First Lien Credit Agreement and this Fifth Amendment and consents to the amendment of the First Lien Credit Agreement effected pursuant to this Fifth Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 Fifth Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fifth Amendment, such Guarantor is not required by the terms of the First Lien Credit Agreement or any other Credit Loan Document to consent to the amendments to the First Lien Credit Agreement effected pursuant to this Fifth Amendment and (ii) nothing in the First Lien Credit Agreement, this Fifth Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the First Lien Credit Agreement. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Loan Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, ratifies, reaffirms and grants such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Loan Parties hereby consents to this Fifth Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed.

ACKNOWLEDGMENT AND CONSENT. Each of Holdings and each Guarantor Subsidiary has (i) guaranteed the Obligations and (ii) created Liens in favor of Collateral Agent for the benefit of the Secured Parties on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Guarantor Subsidiary together with the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “Credit Support Party”), and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Pledge and Security Agreement and this Second Amendment and consents to the amendment of the Credit Agreement and the Pledge and Security Agreement effected pursuant to this Second Amendment. Each Guarantor Credit Support Party hereby confirms and affirms that each Credit Support 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 Credit Support Documents (in the case of the Pledge and Security Agreement, as amended by this Second Amendment) the payment and performance of all “Obligations” Obligations under each of the Credit Documents to which it is a party Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement as amended by this Second Amendment, including any increase thereto, and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Second Amendment, except as expressly provided in this Second Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Second Amendment and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Guarantor Credit Support 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 or the Pledge and Security Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, the Pledge and Security Agreement, this Second Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement or the Pledge and Security Agreement.

ACKNOWLEDGMENT AND CONSENT. Certain Subsidiaries of Company have (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. The Subsidiaries of Company who has guaranteed the Obligations together with the Company are collectively referred to herein as the “Credit Support Parties”, and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Guarantor Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendment of the Credit Agreement and consents effected pursuant to this AmendmentFirst Amendment and Consent. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such “Obligations” under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the “Obligations” under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AmendmentFirst Amendment and Consent. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this First Amendment and Consent and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentFirst Amendment and Consent, such Guarantor Credit Support Party 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 First Amendment and (ii) nothing in the Credit Agreement, this First Amendment and Consent or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the Amendment No. 4 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Domestic Subsidiary of Holdings who has guaranteed the Obligations are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Second Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Second Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “"Obligations” " under each of the Credit Documents to which it is a party Support Documents, as the case may be (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such "Obligations" under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the "Obligations" under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Second Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, this Second Amendment and the Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Second Amendment 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, correct and complete in all material respects on and as of such earlier date. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Guarantor Credit Support 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 Second Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor Domestic Subsidiary listed on the signature pages hereto are referred to herein as a “Credit Support Party” and collectively as the “Credit Support Parties”, and the Credit Documents to which they are a party are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Credit Support Party hereby confirms that each Credit Support 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 Credit Support Documents the payment and performance of all “Obligations” under each of the Credit Support Documents to which it is a party (in each case as such terms are defined in the applicable Credit Support Document). Each Guarantor Credit Support Party acknowledges and agrees that any of 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 shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor Credit Support Party represents and warrants that all representations and warranties contained in the Amended Agreement and the Credit Support Documents to which it is a party or otherwise bound are true and correct in all material respects on and as of the 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 Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor Credit Support Party is not required by the terms of the Credit Agreement or any other Credit Support 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 Support Document shall be deemed to require the consent of such Guarantor Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Subsidiary Guarantor hereby acknowledges that it listed on the signature pages hereof has reviewed the terms and provisions of the Credit Agreement and read this First Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor terms hereof and hereby confirms that each 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 Credit Documents the payment and performance of all “Obligations” under each of the Credit Documents to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each Guarantor acknowledges and agrees that any of the Credit Documents Subsidiary Guaranty and Security 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 enforceable, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally and by equitable principles relating to enforceability, and shall not be impaired or limited by the execution or effectiveness of this First Amendment. As of the date hereof, each Subsidiary Guarantor hereby acknowledges, confirms and agrees to its obligations under the Subsidiary Guaranty executed by it, all without offset, defense or counterclaim of any kind, nature or description whatsoever. Each Borrower and each Subsidiary Guarantor hereby acknowledges, confirms and agrees that the Collateral Agent, on behalf of the Secured Creditors, has and shall continue to have valid, enforceable and perfected liens upon and security interests in the Collateral heretofore granted to Collateral Agent pursuant to the Loan Documents or otherwise granted to or held by Collateral Agent. Each Subsidiary Guarantor represents and warrants that all representations and warranties contained in this First Amendment and each Subsidiary Guaranty and Security Document to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the 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, correct and complete in all material respects on and as of such earlier date. Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, 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 First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendments to the Credit AgreementAgreement as amended hereby.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor Holdings hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Holdings hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “"Obligations” " under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor Holdings acknowledges and agrees that any of the Credit 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 Amendment. Each Guarantor Holdings represents and warrants that all representations and warranties contained in the Amended 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 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. Holdings acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor the consent of Holdings is not required by the terms of the Credit Agreement or any other Credit Loan Document in order to consent to effect 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 such Guarantor Holdings to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor Holdings hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor Holdings hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor Holdings acknowledges and agrees that any of the Credit 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 im­paired or limited by the execution or effectiveness of this Amendment. Each Guarantor Holdings represents and warrants that all representations and warranties contained in the Amended 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 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. Holdings acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor the consent of Holdings is not required by the terms of the Credit Agreement or any other Credit Loan Document in order to consent to effect 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 such Guarantor Holdings to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor acknowledges and agrees that any of the Credit 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 Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Amended 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 Sixth 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 Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, 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 such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this AmendmentEACH OBLIGOR HEREBY ACKNOWLEDGES THAT IT HAS REVIEWED THE TERMS AND PROVISIONS OF THE LOAN AGREEMENT AND THIS AGREEMENT AND CONSENTS TO THE AMENDMENT OF THE LOAN AGREEMENT EFFECTED PURSUANT TO THIS AGREEMENT. Each Guarantor hereby confirms that each Credit Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secureEACH OBLIGOR 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 beAS THE CASE MAY BE, to the fullest extent possible in accordance with the Credit Documents the payment and performance of all TO THE FULLEST EXTENT POSSIBLE IN ACCORDANCE WITH THE LOAN DOCUMENTS THE PAYMENT AND PERFORMANCE OF ALL “ObligationsOBLIGATIONS” under each of the Credit Documents to which it is a party UNDER EACH OF THE LOAN DOCUMENTS TO WHICH IS A PARTY (in each case as such terms are defined in the applicable Credit DocumentIN EACH CASE AS SUCH TERMS ARE DEFINED IN THE APPLICABLE LOAN DOCUMENT). Each Guarantor Obligor acknowledges and agrees that any each of the Credit 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 AmendmentAgreement. Each Guarantor acknowledges Obligor represents and agrees warrants that (i) notwithstanding all representations and warranties contained in the conditions Amended Agreement and the Loan Documents to effectiveness set forth which it is a party or otherwise bound are true and correct in this Amendment, such Guarantor is not required by the terms all material respects on and as of the Credit Agreement or any other Credit Document to consent First Amendment Effective Date to the amendments same extent as though made on and as of that date, except to the Credit Agreement effected pursuant extent such representations and warranties specifically relate to this Amendment an earlier date, in which case they were true and (ii) nothing correct in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent all material respects on and as of such Guarantor to any future amendments to the Credit Agreementearlier date.

ACKNOWLEDGMENT AND CONSENT. Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendment of the Credit Agreement effected pursuant to this First Amendment. Each Guarantor Loan Party hereby confirms that each Credit 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 Credit Loan Documents the payment and performance of all “Obligations” under each of the Credit Loan Documents to which it is a party (in each case as such terms are defined in the applicable Credit Loan Document). Each Guarantor Loan Party acknowledges and agrees that any of the Credit 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 First Amendment, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Each Guarantor represents and warrants that all representations and warranties contained in this First Amendment and in each Loan Document to which it is a party are true and correct in all material respects on and as of the First Amendment Effective Time to the same extent as though made at and as of that time, 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 Guarantor (other than Holdings) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Loan Document to consent to the amendments to amendment of the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement. For all purposes under or in connection with the Loan Documents, Holdings, the Borrower, the other Loan Parties, the Administrative Agent and the Lenders hereby reciprocally acknowledge and confirm that the amendment of the Credit Agreement pursuant to this First Amendment shall not constitute, and shall not be construed as, a novation (novazione oggettiva) of, or have the effect of a novation (effetto novativo) on, the obligations and the other transactions contemplated under the Credit Agreement and the other Loan Documents.