Common use of Further Acknowledgments Clause in Contracts

Further Acknowledgments. A. The Borrower (x) acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Refinancing Term Commitments provided hereby including, without limitation, all Refinancing Term Loans made available pursuant hereto, (ii) all such Obligations (including all such Refinancing Term Loans) shall be entitled to the benefits of the Loan Documents and (iii) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (y) affirms and confirms the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effect. B. Each Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Refinancing Term Loans to be made pursuant hereto. Each Guarantor acknowledges and agrees that all Obligations with respect to the Refinancing Term Commitments provided hereby including, without limitation, all Refinancing Term Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents. Each Guarantor acknowledges and agrees that after giving effect to this Amendment, the Guaranty and the Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effect.

Further Acknowledgments. A. The Borrower (x) acknowledges and agrees that (A) (i) it shall be liable for all Obligations with respect to the Refinancing Amendment No. 8 Incremental Term Commitments provided hereby including, without limitation, all Refinancing Amendment No. 8 Incremental Term Loans made available pursuant hereto, hereto and (ii) all such Obligations (including in respect of all such Refinancing Amendment No. 8 Incremental Term Loans) shall be entitled to the benefits of the Loan Collateral Documents and the Guaranty and (iiiB) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (y) affirms and confirms the pledge of and/or grant of security interest in its assets as constituting Collateral to secure the Obligations, which continue in full force and effect. B. . Each Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Refinancing Amendment No. 8 Incremental Term Loans to be made pursuant heretohereto and the Amendment No. 8 Incremental Term Commitments established hereby. Each Guarantor acknowledges and agrees that (A) all Obligations with respect to the Refinancing Amendment No. 8 Incremental Term Commitments provided hereby including, without limitation, and all Refinancing Amendment No. 8 Incremental Term Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Amended Credit Agreement and (ii) be entitled to the benefits of the Loan Documents. Each Guarantor acknowledges Documents as, and agrees that to the extent, provided herein and in the Amended Credit Agreement and (B) after giving effect to this Amendment, the Guaranty and the Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as constituting Collateral to secure the Obligations, which continue in full force and effect. Each of the Borrower and each Guarantor acknowledges and agrees that (i) from and after the date hereof, all Amendment No. 8 Incremental Term Loans and all obligations in respect thereof and in respect of the Amendment No. 8 Incremental Term Commitments shall be deemed to be “Obligations” under the Amended Credit Agreement and each other Loan Document to which it is a party and (ii) the Amendment No. 8 Incremental Term Lender and each New Term Lender (and any assignee thereof) is a “Lender” and a “Secured Party” for all purposes under the Loan Documents to which such Loan Party is a party.

Further Acknowledgments. A. The Borrower (x) acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Refinancing Replacement Term Commitments provided hereby including, without limitation, all Refinancing Replacement Term Loans made available pursuant hereto, (ii) all such Obligations (including all such Refinancing Replacement Term Loans) shall be entitled to the benefits of the Loan Documents and (iii) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (y) affirms and confirms the pledge of and/or grant of security interest in its assets as Collateral pursuant to the Collateral Documents to secure the Obligations, which continue in full force and effect. B. Each Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Refinancing Replacement Term Loans to be made pursuant hereto. Each Guarantor acknowledges and agrees that all Obligations with respect to the Refinancing Replacement Term Commitments provided hereby including, without limitation, all Refinancing Replacement Term Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty Guarantee and Collateral Agreement as, and to the extent, provided herein therein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents. Each Guarantor acknowledges and agrees that after giving effect to this Amendment, the Guaranty Guarantee and Collateral Agreement and the other Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as Collateral pursuant to the Collateral Documents to secure the Obligations, which continue in full force and effect.

Further Acknowledgments. A. The Borrower (x) acknowledges and agrees that (A) (i) it shall be liable for all Obligations with respect to the Refinancing Amendment No. 5 Incremental Term Commitments provided hereby including, without limitation, all Refinancing Amendment No. 5 Incremental Term Loans made available pursuant hereto, hereto and (ii) all such Obligations (including in respect of all such Refinancing Amendment No. 5 Incremental Term Loans) shall be entitled to the benefits of the Loan Collateral Documents and the Guaranty and (iiiB) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (y) affirms and confirms the pledge of and/or grant of security interest in its assets as constituting Collateral to secure the Obligations, which continue in full force and effect. B. . Each Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Refinancing Amendment No. 5 Incremental Term Loans to be made pursuant heretohereto and the Amendment No. 5 Incremental Term Commitments established hereby. Each Guarantor acknowledges and agrees that (A) all Obligations with respect to the Refinancing Amendment No. 5 Incremental Term Commitments provided hereby including, without limitation, and all Refinancing Amendment No. 5 Incremental Term Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Amended Credit Agreement and (ii) be entitled to the benefits of the Loan Documents. Each Guarantor acknowledges Documents as, and agrees that to the extent, provided herein and in the Amended Credit Agreement and (B) after giving effect to this Amendment, the Guaranty and the Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as constituting Collateral to secure the Obligations, which continue in full force and effect. Each of the Borrower and each Guarantor acknowledges and agrees that (i) from and after the date hereof, all Amendment No. 5 Incremental Term Loans and all obligations in respect thereof and in respect of the Amendment No. 5 Incremental Term Commitments shall be deemed to be “Obligations” under the Amended Credit Agreement and each other Loan Document to which it is a party and (ii) the Amendment No. 5 Incremental Term Lender and each New Term Lender (and any assignee thereof) is a “Lender” and a “Secured Party” for all purposes under the Loan Documents to which such Loan Party is a party.

Further Acknowledgments. A. The Borrower (x) acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Refinancing Term Commitments, the Euro Incremental Term Commitments and the Dollar Incremental Term Commitments provided hereby including, without limitation, all Refinancing Term Loans and all Third Amendment Incremental Term Loans made available pursuant hereto, (ii) all such Obligations (including all such Refinancing Term Loans and Third Amendment Incremental Term Loans) shall be entitled to the benefits of the Loan Documents and (iii) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (y) affirms and confirms the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effect. B. Each Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Refinancing Term Loans and the Third Amendment Incremental Term Loans to be made pursuant hereto. Each Guarantor acknowledges and agrees that all Obligations with respect to the Refinancing Term Commitments, the Euro Incremental Term Commitments and the Dollar Incremental Term Commitments provided hereby including, without limitation, all Refinancing Term Loans and all Third Amendment Incremental Term Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents. Each Guarantor acknowledges and agrees that after giving effect to this Amendment, the Guaranty and the Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effect.

Further Acknowledgments. A. The Borrower (x) acknowledges and agrees that (A) (i) it shall be liable for all Obligations with respect to the Refinancing Amendment No. 6 Incremental Term Commitments provided hereby including, without limitation, all Refinancing Amendment No. 6 Incremental Term Loans made available pursuant hereto, hereto and (ii) all such Obligations (including in respect of all such Refinancing Amendment No. 6 Incremental Term Loans) shall be entitled to the benefits of the Loan Collateral Documents and the Guaranty and (iiiB) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (y) affirms and confirms the pledge of and/or grant of security interest in its assets as constituting Collateral to secure the Obligations, which continue in full force and effect. B. . Each Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Refinancing Amendment No. 6 Incremental Term Loans to be made pursuant heretohereto and the Amendment No. 6 Incremental Term Commitments established hereby. Each Guarantor acknowledges and agrees that (A) all Obligations with respect to the Refinancing Amendment No. 6 Incremental Term Commitments provided hereby including, without limitation, and all Refinancing Amendment No. 6 Incremental Term Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Amended Credit Agreement and (ii) be entitled to the benefits of the Loan Documents. Each Guarantor acknowledges Documents as, and agrees that to the extent, provided herein and in the Amended Credit Agreement and (B) after giving effect to this Amendment, the Guaranty and the Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as constituting Collateral to secure the Obligations, which continue in full force and effect. Each of the Borrower and each Guarantor acknowledges and agrees that (i) from and after the date hereof, all Amendment No. 6 Incremental Term Loans and all obligations in respect thereof and in respect of the Amendment No. 6 Incremental Term Commitments shall be deemed to be “Obligations” under the Amended Credit Agreement and each other Loan Document to which it is a party and (ii) the Amendment No. 6 Incremental Term Lender and each New Term Lender (and any assignee thereof) is a “Lender” and a “Secured Party” for all purposes under the Loan Documents to which such Loan Party is a party.

Further Acknowledgments. A. The Borrower (x) acknowledges and agrees that (A) (i) it shall be liable for all Obligations with respect to the Refinancing Amendment No. 7 Incremental Term Commitments provided hereby including, without limitation, all Refinancing Amendment No. 7 Incremental Term Loans made available pursuant hereto, hereto and (ii) all such Obligations (including in respect of all such Refinancing Amendment No. 7 Incremental Term Loans) shall be entitled to the benefits of the Loan Collateral Documents and the Guaranty and (iiiB) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (y) affirms and confirms the pledge of and/or grant of security interest in its assets as constituting Collateral to secure the Obligations, which continue in full force and effect. B. . Each Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Refinancing Amendment No. 7 Incremental Term Loans to be made pursuant heretohereto and the Amendment No. 7 Incremental Term Commitments established hereby. Each Guarantor acknowledges and agrees that (A) all Obligations with respect to the Refinancing Amendment No. 7 Incremental Term Commitments provided hereby including, without limitation, and all Refinancing Amendment No. 7 Incremental Term Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Amended Credit Agreement and (ii) be entitled to the benefits of the Loan Documents. Each Guarantor acknowledges Documents as, and agrees that to the extent, provided herein and in the Amended Credit Agreement and (B) after giving effect to this Amendment, the Guaranty and the Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as constituting Collateral to secure the Obligations, which continue in full force and effect. Each of the Borrower and each Guarantor acknowledges and agrees that (i) from and after the date hereof, all Amendment No. 7 Incremental Term Loans and all obligations in respect thereof and in respect of the Amendment No. 7 Incremental Term Commitments shall be deemed to be “Obligations” under the Amended Credit Agreement and each other Loan Document to which it is a party and (ii) the Amendment No. 7 Incremental Term Lender and each New Term Lender (and any assignee thereof) is a “Lender” and a “Secured Party” for all purposes under the Loan Documents to which such Loan Party is a party.

Further Acknowledgments. A. The Borrower (x) acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Refinancing Term Fourth Amendment Incremental Commitments provided hereby including, without limitation, all Refinancing Term Fourth Amendment Incremental Loans made available pursuant heretothereto, (ii) all such Obligations (including all such Refinancing Term LoansFourth Amendment Incremental Commitments) shall be entitled to the benefits of the Loan Documents and (iii) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (y) affirms and confirms the pledge of and/or grant of security interest in its assets as Collateral pursuant to the Collateral Documents to secure the Obligations, which continue in full force and effect. B. Each Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Refinancing Term Loans Fourth Amendment Incremental Commitments to be made pursuant hereto. Each Guarantor acknowledges and agrees that all Obligations with respect to the Refinancing Term Fourth Amendment Incremental Commitments provided hereby including, without limitation, all Refinancing Term Fourth Amendment Incremental Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty Guarantee and Collateral Agreement as, and to the extent, provided herein therein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents. Each Guarantor acknowledges and agrees that after giving effect to this Amendment, the Guaranty Guarantee and Collateral Agreement and the other Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as Collateral pursuant to the Collateral Documents to secure the Obligations, which continue in full force and effect.

Further Acknowledgments. A. The Borrower (xA) acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Refinancing Amendment No. 12 Incremental Term Commitments provided hereby including, without limitation, all Refinancing Amendment No. 12 Incremental Term Loans made available pursuant hereto, hereto and (ii) all such Obligations (including in respect of all such Refinancing Amendment No. 12 Incremental Term Loans) shall be entitled to the benefits of the Loan Collateral Documents and the Guaranty and (iiiB) (i) acknowledges and agrees that after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (yii) affirms and confirms the pledge of and/or grant of security interest in its assets as constituting Collateral to secure the Obligations, which continue in full force and effect. B. Each Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Refinancing Amendment No. 12 Incremental Term Loans to be made pursuant heretohereto and the Amendment No. 12 Incremental Term Commitments established hereby. Each Guarantor (A) acknowledges and agrees that all Obligations with respect to the Refinancing Amendment No. 12 Incremental Term Commitments provided hereby including, without limitation, and all Refinancing Amendment No. 12 Incremental Term Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Amended Credit Agreement and (ii) be entitled to the benefits of the Loan Documents. Each Guarantor Documents as, and to the extent, provided herein and in the Amended Credit Agreement and (B) (i) acknowledges and agrees that after giving effect to this Amendment, the Guaranty and the Collateral Documents continue to be in full force and effect and (ii) affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as constituting Collateral to secure the Obligations, which continue in full force and effect. C. Each of the Borrower and each Guarantor acknowledges and agrees that (i) from and after the date hereof, all Amendment No. 12 Incremental Term Loans and all obligations in respect thereof and in respect of the Amendment No. 12 Incremental Term Commitments shall be deemed to be “Obligations” under the Amended Credit Agreement and each other Loan Document to which it is a party and (ii) the Amendment No. 12 Incremental Term Lender is a “Lender” and a “Secured Party” for all purposes under the Loan Documents to which such Loan Party is a party.

Further Acknowledgments. A. (a) The Borrower (x) acknowledges and agrees that (A) (i) it shall be liable for all Obligations (for the avoidance of doubt, after giving effect to the transactions contemplated hereby) with respect to the Refinancing Term Commitments Loan provided hereby including, without limitation, all Refinancing Term Loans made available pursuant hereto, and (ii) all such Obligations (including all such Refinancing Term Loans) shall be entitled to the benefits of the Loan Collateral Documents and the Loan Guaranty, (iiiB) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (y) affirms and confirms the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effecteffect and (C) the Obligations, together with all fees, costs, expenses and other charges due and owing by the Borrower to the Lender under the Loan Documents as of the date hereof are unconditionally owing by the Borrower to the Lender, without offset, defense or counterclaim of any kind, nature or description whatsoever. B. (b) Each Loan Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Refinancing Term Loans Loan to be made or provided pursuant hereto. Each Loan Guarantor acknowledges and agrees that all Obligations with respect to the Refinancing Term Commitments Loan provided hereby including, without limitation, all Refinancing Term Loans and made available pursuant hereto shall (i) be fully guaranteed pursuant to the Loan Guaranty as, and to the extent, provided herein and in the Credit Agreement and Amended Seller Note Agreement, (ii) be entitled to the benefits of the Loan Documents. Each Guarantor acknowledges Documents as, and agrees that to the extent, provided herein and in the Amended Seller Note Agreement and (iii) after giving effect to this Amendment, agrees that the Loan Guaranty and the Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effecteffect and shall accrue to the benefit of the Lender and shall not be affected, impaired or discharged hereby or by the transactions contemplated by this Amendment. (c) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that neither the modification of the Seller Note Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred.

Further Acknowledgments. A. (a) The Borrower (x) acknowledges and agrees that (A) (i) it shall be liable for all Obligations (for the avoidance of doubt, after giving effect to the transactions contemplated hereby) with respect to the Refinancing Term Commitments Loan provided hereby including, without limitation, all Refinancing Term Loans made available pursuant hereto, and (ii) all such Obligations (including all such Refinancing Term Loans) shall be entitled to the benefits of the Loan Collateral Documents and the Loan Guaranty, (iiiB) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and (y) affirms and confirms the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effecteffect and (C) the Obligations, together with all fees, costs, expenses and other charges due and owing by the Borrower to the Lender under the Loan Documents as of the date hereof are unconditionally owing by the Borrower to the Lender, without offset, defense or counterclaim of any kind, nature or description whatsoever. B. (b) Each Loan Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Refinancing Term Loans to be made pursuant heretoAmendment. Each Guarantor acknowledges and agrees that all Obligations with respect to the Refinancing Term Commitments provided hereby including, without limitation, all Refinancing Term Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents. Each Guarantor acknowledges and agrees that after giving effect to this Amendment, the Loan Guaranty and the Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effecteffect and shall accrue to the benefit of the Lender and shall not be affected, impaired or discharged hereby or by the transactions contemplated by this Amendment. (c) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that neither the modification of the Seller Note Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred.