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 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. 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. 5.1 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 Third Amendment and consents to the amendment of the Letter of Credit Agreement amendments effected pursuant to this Third 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 Third 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. 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 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 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.