Common use of ACKNOWLEDGMENT AND CONSENT Clause in Contracts

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 Financing Agreement to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Financing Agreements the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements to which is a party (in each case as such terms are defined in the Letter of Credit Agreement). Each Subsidiary Guarantor acknowledges and agrees that any of the 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 represents and warrants that all representations and warranties contained in the Amended Agreement and the Financing Agreements 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.

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 Financing Agreement to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Financing Agreements the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements to which is a party (in each case as such terms are defined in the Letter of Credit Agreement). Each Subsidiary Guarantor acknowledges and agrees that any of the 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 represents and warrants that all representations and warranties contained in the Amended Agreement and the Financing Agreements to which it is a party or otherwise bound are true and correct in all material respects on and as of the First 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.

ACKNOWLEDGMENT AND CONSENT. Each Subsidiary Guarantor hereby acknowledges that it has reviewed guarantor (or grantor) listed on 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 Financing Agreement to which it is signatures pages hereof (each, a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Financing Agreements the payment and performance of all “ObligationsGuarantor” and collectively, the “Guaranteed Obligations” under each of the Financing Agreements to which is a party Guarantors”) hereby (in each case as such terms are defined in the Letter of Credit Agreement). Each Subsidiary Guarantor a) acknowledges and agrees that any of the Financing Agreements Guaranties and Collateral Documents (each, a “Credit Support Document”) to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AmendmentAgreement and (b) acknowledges that it has read this Agreement and consents to the terms hereof, and hereby confirms and agrees that, from and after the Effective Date, “Secured Obligations” and “Guarantied Obligations,” as applicable, under each Credit Support Document to which it is a party or otherwise bound shall include Company’s and Parent’s obligations, as applicable, under the Incremental Indebtedness Notes, the Warrants, the Warrant Agreement, the Registration Rights Agreement Acknowledgment and this Agreement. Each Subsidiary Guarantor represents and warrants that all representations and warranties contained in the Amended Modified Agreement and the Financing Agreements Credit Support Documents to which it is a party or otherwise bound are true true, correct and correct complete in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true true, correct and correct complete in all material respects on and as of such earlier date.

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 Financing Agreement 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 Financing Agreements Loan Documents the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements Loan Documents to which is a party (in each case as such terms are defined in the Letter of Credit Agreementapplicable Loan Document). Each Subsidiary Guarantor acknowledges and agrees that any of the Financing Agreements 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 Subsidiary The parties hereto acknowledge and agree that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, the consent of such Guarantor represents is not required by the terms of the Credit Agreement or any other Loan Document in order to effect the amendments to the Credit Agreement pursuant to this Amendment and warrants that all representations and warranties contained (ii) nothing in the Amended Agreement and Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the Financing Agreements consent of such Guarantor 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 any future amendments 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 dateCredit 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 Financing Agreement 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 Financing Agreements Loan Documents the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements Loan Documents to which it is a party (in each case as such terms are defined in the Letter of Credit Agreementapplicable Loan Document). Each Subsidiary Guarantor acknowledges and agrees that any of the Financing Agreements 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 represents acknowledges and warrants agrees that all representations (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 Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and warranties contained (ii) nothing in the Amended Agreement and Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the Financing Agreements consent of such Guarantor 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 any future amendments 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 dateCredit Agreement.

ACKNOWLEDGMENT AND CONSENT. 6.1 Each Subsidiary Guarantor of the Company and the Guarantors hereby acknowledges that it has reviewed the terms and provisions of the Letter of Credit Agreement and this Second Amendment and consents to the amendment of the Letter of Credit Agreement amendments and limited waivers effected pursuant to this Second Amendment. Each Subsidiary Guarantor hereby of the Company and the Guarantors hereby: (i) confirms that each Financing Agreement 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 Financing Agreements Credit Documents, the payment and performance of all “Obligations” Guaranteed Obligations under the Credit Agreement and “Guaranteed Obligations” under each of the Financing Agreements to which is a party Secured Obligations (in each case as such terms are term is defined in the Letter Pledge and Security Agreement) under the Pledge and Security Agreement now or hereafter existing under or in respect of the Credit Agreement). Each Subsidiary Guarantor , and confirms its grants to the Joint Collateral Agent of 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 Guaranteed Obligations under the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security Agreement (whether at stated maturity, by acceleration or otherwise) and (ii) acknowledges and agrees that any of the Financing Agreements 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 (subject to the qualifications set forth in Section 4.6 of the Credit Agreement) and shall not be impaired or limited by the execution or effectiveness of this Second Amendment. Each Subsidiary Guarantor represents and warrants that all representations and warranties contained in the Amended Agreement and the Financing Agreements 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.

ACKNOWLEDGMENT AND CONSENT. Each Holdings and each Subsidiary Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Letter of Credit Agreement and the Guarantee and Collateral Agreement and this Amendment Agreement and consents to the amendment of the Letter of Credit Agreement effected pursuant to this AmendmentAgreement. Each Holdings, the Borrower and each Subsidiary Guarantor hereby confirms that each Financing Agreement Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee to or secure, as the fullest extent possible case may be, in accordance with the Financing Agreements Loan Documents, as amended by this Agreement, the payment and performance of all “"Obligations” and “Guaranteed Obligations” " under each of the Financing Agreements Loan Documents to which is a party (in as each case as such terms are term is defined in the Letter of Credit Agreementapplicable Loan Document). Each Holdings, the Borrower and each Subsidiary Guarantor acknowledges and agrees that any each of the Financing Agreements 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 Holdings and each Subsidiary Guarantor represents acknowledges and warrants agrees that all representations (i) notwithstanding the conditions to effectiveness set forth in this Agreement, the consent of Holdings and warranties contained the Subsidiary Guarantors are not required by the terms of the Credit Agreement or any other Loan Document for the amendments to the Credit Agreement effected pursuant to this Agreement and (ii) nothing in the Amended Credit Agreement, this Agreement and or any other Loan Document shall be deemed to require the Financing Agreements consent of Holdings or such Subsidiary Guarantor, as the case may be, 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 any future amendments 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 dateCredit Agreement or any other Loan Document.

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 amendments of the Letter of Credit Agreement effected pursuant to this Amendment. Each Subsidiary Guarantor hereby confirms that each Financing Agreement 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 Financing Agreements Credit Documents the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements Credit Documents to which is a party (in each case as such terms are defined in the Letter of applicable Credit AgreementDocument). Each Subsidiary Guarantor acknowledges and agrees that any of the Financing Agreements 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 Subsidiary Guarantor represents acknowledges and warrants agrees that all representations (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 warranties contained (ii) nothing in the Amended Agreement and Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the Financing Agreements consent of such Guarantor 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 any future amendments to the same extent as though made on and as of that date, except to Credit Agreement or 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 dateCollateral 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 Financing Agreement to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Financing Agreements the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements to which is a party (in each case as such terms are defined in the Letter of Credit Agreement). Each Subsidiary Guarantor acknowledges and agrees that any of the 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 represents and warrants that all representations and warranties contained in the Amended Agreement and the Financing Agreements to which it is a party or otherwise bound are true and correct in all material respects on and as of the First 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.

ACKNOWLEDGMENT AND CONSENT. Each Subsidiary Guarantor Obligor hereby acknowledges that it has reviewed the terms and provisions of the Letter of Credit Amended Loan Agreement and this Amendment Agreement and consents to the amendment of the Letter of Credit Existing Loan Agreement effected pursuant to this AmendmentAgreement. Each Subsidiary Guarantor Obligor hereby confirms that each Financing Agreement 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 Financing Agreements Loan Documents the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements Loan Documents to which is a party (in each case as such terms are defined in the Letter of Credit Agreementapplicable Loan Document). Each Subsidiary Guarantor Obligor acknowledges and agrees that any each of the Financing Agreements 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 Subsidiary Guarantor Obligor represents and warrants that all representations and warranties contained in the Amended Loan Agreement and the Financing Agreements 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 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.

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 consent effected pursuant to this Amendment. Each Subsidiary Guarantor hereby confirms that each Financing Agreement 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 Financing Agreements Credit Documents the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements Credit Documents to which it is a party (in each case as such terms are defined in the Letter of applicable Credit AgreementDocument). Each Subsidiary Guarantor acknowledges and agrees that any of the Financing Agreements 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 Subsidiary Guarantor represents acknowledges and warrants agrees that all representations (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 Amendment and warranties contained (ii) nothing in the Amended Agreement and Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the Financing Agreements consent of such Guarantor to which it is a party any future amendments or otherwise bound are true and correct in all material respects on and as of the First Amendment Effective Date consents 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 dateCredit 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 Financing Agreement to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Financing Agreements the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements to which is a party (in each case as such terms are defined in the Letter of Credit Agreement). Each Subsidiary Guarantor acknowledges and agrees that any of the Financing Agreements Subsidiary Guaranty, the Security Documents or other 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 represents and warrants that all representations and warranties of such Subsidiary Guarantor contained in the Amended Agreement and the Financing Agreements 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 Subsidiary Guarantor acknowledges and agrees that (a) 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 Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (b) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Subsidiary Guarantor of the Loan Parties 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 of the Loan Parties hereby confirms that each Financing Agreement 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 Financing Agreements Loan Documents the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements Loan Documents to which is a party (in each case as such terms are defined in the Letter of Credit Agreementapplicable Loan Document). Each Subsidiary Guarantor of the Loan Parties acknowledges and agrees that any of the Financing Agreements 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 The Guarantor represents acknowledges and warrants agrees that all representations (i) notwithstanding the conditions to effectiveness set forth in this Amendment, the Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and warranties contained (ii) nothing in the Amended Agreement and Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the Financing Agreements to which it is a party or otherwise bound are true and correct in all material respects on and as consent of the First Amendment Effective Date Guarantor to any future amendments 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 dateCredit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Subsidiary Borrower and each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Letter of Credit Agreement and this Second Amendment and consents to the amendment of the Letter of Credit Agreement effected pursuant to this Amendmentmodifications contained herein. Each Subsidiary Borrower and each Guarantor hereby confirms that each Financing Agreement 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 Financing Agreements Loan Documents the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements Loan Documents to which it is a party (in each case as such terms are defined in the Letter of Credit Agreementapplicable Loan Document). Each Subsidiary Borrower and each Guarantor acknowledges and agrees that any of the Financing Agreements 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 Subsidiary Guarantor represents acknowledges and warrants agrees that all representations (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Person is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Second Amendment and warranties contained (ii) nothing in the Amended Agreement and Credit Agreement, this Second Amendment or any other Loan Document shall be deemed to require the Financing Agreements consent of such Person 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 any future amendments 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 dateCredit Agreement.

ACKNOWLEDGMENT AND CONSENT. Each Subsidiary Guarantor Holdings 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 Holdings hereby confirms that each Financing Agreement Loan Document to which it is a party or otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Financing Agreements Loan Documents the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements Loan Documents to which it is a party (in each case as such terms are defined in the Letter of Credit Agreementapplicable Loan Document). Each Subsidiary Guarantor Holdings acknowledges and agrees that any of the Financing Agreements 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 Subsidiary Guarantor represents Holdings acknowledges and warrants agrees that all representations (i) notwithstanding the conditions to effectiveness set forth in this Amendment, the consent of Holdings is not required by the terms of the Credit Agreement or any other Loan Document in order to effect the amendments to the Credit Agreement effected pursuant to this Amendment and warranties contained (ii) nothing in the Amended Agreement and Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the Financing Agreements consent of Holdings 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 any future amendments 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 dateCredit 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 amendments to the Letter of Credit Agreement effected pursuant to this Amendment. Each Subsidiary Except as set forth herein, each Guarantor hereby confirms that each Financing Agreement 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 Financing Agreements Loan Documents the payment and performance of all “Obligations” and “Guaranteed Obligations” under each of the Financing Agreements Loan Documents to which is a party (in each case as such terms are defined in the Letter of Credit Agreementapplicable Loan Document). Each Subsidiary Except as set forth herein, each Guarantor acknowledges and agrees that any of the Financing Agreements 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 represents acknowledges and warrants agrees that all representations (a) 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 Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and warranties contained (b) nothing in the Amended Agreement and Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the Financing Agreements consent of such Guarantor 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 any future amendments 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 dateCredit Agreement.