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 Subsidiary Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Letter of Credit Agreement and this Amendment and consents to the amendment of the Letter of Credit Agreement effected pursuant to this Amendment. Each Subsidiary Guarantor hereby confirms that each Credit Document Financing Agreement 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 Financing Agreements the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Credit Documents Financing Agreements to which it is a party (in each case as such terms are defined in the applicable Letter of Credit DocumentAgreement). Each Subsidiary Guarantor acknowledges and agrees that any of the Credit Documents Financing Agreements 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 Subsidiary Guarantor acknowledges represents and agrees warrants that (i) notwithstanding all representations and warranties contained in the conditions Amended Agreement and the Financing Agreements 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 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 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 Subsidiary Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Letter of Credit Agreement and this Amendment and consents to the amendment of the Letter of Credit Agreement effected pursuant to this Amendment. Each Subsidiary Guarantor hereby confirms that each Credit Document Financing Agreement 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 Financing Agreements the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Credit Documents Financing Agreements to which it is a party (in each case as such terms are defined in the applicable Letter of Credit DocumentAgreement). Each Subsidiary Guarantor acknowledges and agrees that any of the Credit Documents Financing Agreements 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 Subsidiary Guarantor acknowledges represents and agrees warrants that (i) notwithstanding all representations and warranties contained in the conditions Amended Agreement and the Financing Agreements 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 Second 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 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 required under 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 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 im­paired or limited by the execution or effectiveness of this Amendment. Each Guarantor acknowledges The parties hereto acknowledge and agrees agree 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 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 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 consent 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 or consents to the Credit Agreement.

Acknowledgment and Consent. Each Borrower and 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 Amendmentmodifications contained herein. 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 Borrower and each Guarantor acknowledges and agrees that any of the Credit Loan Documents (as they may be modified by this Second 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 Second Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second 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 Second Amendment and (ii) nothing in the Credit Agreement, this Second 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 Credit Agreement and Agreement, this Amendment and the Joinder Agreement and consents to the amendment amendments of the Credit Agreement effected pursuant to this AmendmentAmendment and to the Joinder 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 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 AmendmentAmendment or the Joinder 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 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. (a) Each undersigned 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 undersigned Guarantor hereby confirms that each Credit Loan Document to which it is a party or otherwise bound will continue in full force and all Collateral encumbered thereby effect and 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 Obligations (in each case as such terms are defined in the applicable Guaranty Agreement), and that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on the Loans under the Credit Document). Agreement. (b) Each undersigned 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. . (c) Each undersigned 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 Loan Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. (a) Each undersigned Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment Consent and consents to the amendment of the Credit Agreement effected pursuant to this Amendmenthereto. Each undersigned Guarantor hereby confirms that each Credit Loan Document to which it is a party or otherwise bound will continue in full force and all Collateral encumbered thereby effect and 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 Obligations (in each case as such terms are defined in the applicable Guaranty Agreement), and that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on the Loans under the Credit Document). Agreement. (b) Each undersigned 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. Consent. (c) Each undersigned Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentConsent, 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 matters effected pursuant to this Amendment Consent and (ii) nothing in the Credit Agreement, this Amendment Consent or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Loan Party to any future amendments consent to the Credit Agreement.

Acknowledgment and Consent. Each Guarantor Obligor hereby acknowledges that it has reviewed the terms and provisions of the Credit Amended Loan Agreement and this Amendment Agreement and consents to the amendment of the Credit Existing Loan Agreement effected pursuant to this AmendmentAgreement. Each Guarantor Obligor 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 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 Loan 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 Second 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 Obligor hereby acknowledges that it has reviewed the terms and provisions of the Credit Amended Loan Agreement and this Amendment Agreement and consents to the amendment of the Credit Existing Loan Agreement effected pursuant to this AmendmentAgreement. Each Guarantor Obligor 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 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 Loan 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 Third 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 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 or the Collateral Agreement.

Acknowledgment and Consent. (a) Each Guarantor hereby (i) 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 Amendment and (ii) 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). . (b) Each Guarantor hereby acknowledges and agrees that any of the Credit Documents 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. . (c) 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 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 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 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 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 Loan Parties 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 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 In order to induce Administrative Agent and Lenders to enter into this Amendment, each Guarantor hereby hereby: A. acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to all the amendment terms and conditions set forth in this Amendment and to the modification and waiver of the Credit Agreement effected pursuant to this Amendmentas provided herein. 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 party; B. 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 ; and C. acknowledges and agrees that (ix) 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 modifications to or waivers of the Credit Agreement effected pursuant to this Amendment and (iiy) 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 modifications or waivers with respect to the Credit Agreement.

Acknowledgment and Consent. Each A. 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, including, without limitation, the increase of the Commitments effected hereby. Each The 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 Documents Guaranteed Obligations, as increased pursuant to which it is a party (in each case as such terms are defined in the applicable Credit Document). Each this Amendment. B. The Guarantor acknowledges and agrees that that, notwithstanding the effectiveness of this Amendment, 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 The Guarantor acknowledges represents and agrees warrants that (i) notwithstanding the conditions after giving effect to effectiveness set forth this Amendment all representations and warranties contained in this Amendment, such Guarantor is not required by the terms of the Credit Agreement and the other Loan Documents to which it is a party or any other Credit Document to consent otherwise bound are true and correct in all material respects on and as of the 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 Borrower and each Guarantor 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 effected pursuant to this Amendmentmodifications contained herein. 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 Borrower and each Guarantor acknowledges and agrees that any of the Credit Loan Documents (as they may be modified by this Fourth 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 Fourth Amendment. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fourth 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 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 Person to any future amendments to the 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 hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment Consent and consents to the amendment of the Credit Agreement consents effected pursuant to this Amendmenthereby. Each Except as set forth herein, 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 Except as set forth herein, 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 AmendmentConsent. Each Guarantor acknowledges and agrees that (ia) notwithstanding the conditions to effectiveness set forth in this AmendmentConsent, 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 consents effected pursuant to this Amendment hereby, and (iib) nothing in the Credit Agreement, this Amendment Consent or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future consents, waivers or amendments to the 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. 12 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 Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of amendments to the Credit Agreement effected pursuant to this Amendment. Each Except as set forth herein, 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 Except as set forth herein, 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 (ia) 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 (iib) 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. (a) 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 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” (as defined in the applicable Loan Document) under each of the Credit Loan Documents to which it is a party party. (in each case as such terms are defined in the applicable Credit Document). b) Each Guarantor Loan Party acknowledges and agrees that any of the Credit all 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. . (c) Each Guarantor Loan Party acknowledges and agrees that (i) 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 (ii) 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 Subsidiary 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 Subsidiary 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 Subsidiary 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 Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this 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 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 Agreement.