Common use of Further Acknowledgments Clause in Contracts

Further Acknowledgments. The Borrower acknowledges and agrees that (A) (i) it shall be liable for all Obligations with respect to the Amendment No. 2 Refinancing Term Loans, Amendment No. 2 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL Commitments and the Amendment No. 2 Incremental Term Commitments and Increased DDTL Commitment Amounts provided hereby including, without limitation, all Amendment No. 2 Refinancing Term Loans and Amendment No. 2 Incremental Term Loans and Increased DDTL Commitment Amounts made pursuant hereto and (ii) all such Obligations (including in respect of all such Amendment No. 2 Refinancing DDTL Commitments, Amendment No. 2 Refinancing Term Loans, Amendment No. 2 Incremental Term Loans and Increased DDTL Commitment Amounts) shall be entitled to the benefits of the Collateral Documents and the Guaranty and (B) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and affirms and confirms the pledge of and/or grant of security interest in its assets constituting Collateral to secure the Obligations, which continue in full force and effect. Each Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Amendment No. 2 Refinancing Term Loans and Amendment No. 2 Incremental Term Loans to be made pursuant hereto and the Amendment No. 2 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL Commitments, the Increased DDTL Commitment Amounts and Amendment No. 2 Incremental Term Commitments established hereby. Each Guarantor acknowledges and agrees that (A) all Obligations with respect to the Amendment No. 2 Incremental Term Commitments, Amendment No. 2 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL Commitments and Increased DDTL Commitment Amounts provided hereby and all Amendment No. 2 Incremental Term Loans, Increased DDTL Amounts and Amendment No. 2 Refinancing Term Loans made 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 as, and 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 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. 2 Incremental Term Loans and Amendment No. 2 Refinancing Term Loans and all obligations in respect thereof and in respect of the Amendment No. 2 Refinancing Term Loan Commitments, the Amendment No. 2 Refinancing DDTL Commitments, the Increased DDTL Commitment Amounts and the Amendment No. 2 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. 2 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 acknowledges and agrees that (A) (i) it shall be liable for all Obligations with respect to the Incremental Amendment No. 2 Refinancing Term Loans, Amendment No. 2 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL 1 Commitments and the Amendment No. 2 Incremental Term Commitments and Increased DDTL Commitment Amounts provided hereby including, without limitation, all Incremental Amendment No. 2 Refinancing 1 Term Loans and Amendment No. 2 Incremental Term Loans and Increased DDTL Commitment Amounts made pursuant hereto and (ii) all such Obligations (including in respect of all such Incremental Amendment No. 2 Refinancing DDTL Commitments, Amendment No. 2 Refinancing 1 Term Loans, Amendment No. 2 Incremental Term Loans and Increased DDTL Commitment Amounts) shall be entitled to the benefits of the Collateral Documents and the Guaranty and (B) after giving effect to this Incremental Amendment, the Collateral Documents continue to be in full force and effect and affirms and confirms the pledge of and/or grant of security interest in its assets constituting 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 Incremental Amendment and to the incurrence of the Incremental Amendment No. 2 Refinancing Term Loans and Amendment No. 2 Incremental 1 Term Loans to be made pursuant hereto and the Amendment No. 2 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL Commitments, the Increased DDTL Commitment Amounts and Amendment No. 2 Incremental Term Commitments established herebyhereto. Each Guarantor acknowledges and agrees that (A) all Obligations with respect to the Incremental Amendment No. 2 Incremental Term Commitments, Amendment No. 2 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL 1 Commitments and Increased DDTL Commitment Amounts provided hereby and all Incremental Amendment No. 2 Incremental Term Loans, Increased DDTL Amounts and Amendment No. 2 Refinancing 1 Term Loans made 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 Agreement, (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided herein and in the Amended Credit Agreement and (Biii) after giving effect to this Incremental Amendment, agrees that 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 constituting as Collateral to secure the Obligations, which continue in full force and effect. Each of the . C. The Borrower and each Guarantor acknowledges and agrees that (i) from and after the date hereof, all Incremental Amendment No. 2 Incremental Term Loans and Amendment No. 2 Refinancing 1 Term Loans and all obligations in respect thereof and in respect of the Amendment No. 2 Refinancing Term Loan Commitments, the Amendment No. 2 Refinancing DDTL Commitments, the Increased DDTL Commitment Amounts and the Amendment No. 2 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 each Incremental Amendment No. 2 Incremental Term Lender and each New 1 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. The Borrower acknowledges and agrees that (A) (i) it shall be liable for all Obligations with respect to the Amendment No. 2 11 Refinancing Term Loans, Loans and Amendment No. 2 11 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL Commitments and the Amendment No. 2 Incremental Term Commitments and Increased DDTL Commitment Amounts provided hereby including, without limitation, all Amendment No. 2 11 Refinancing Term Loans and Amendment No. 2 Incremental Term Loans and Increased DDTL Commitment Amounts made pursuant hereto and (ii) all such Obligations (including in respect of all such Amendment No. 2 11 Refinancing DDTL Commitments, Amendment No. 2 Refinancing Term Loans, Amendment No. 2 Incremental Term Loans and Increased DDTL Commitment Amounts) shall be entitled to the benefits of the Collateral Documents and the Guaranty and (B) after giving effect to this Amendment, the Collateral Documents continue to be in full force and effect and affirms and confirms the pledge of and/or grant of security interest in its assets constituting Collateral to secure the Obligations, which continue in full force and effect. Each Guarantor acknowledges and agrees to each of the provisions of this Amendment and to the incurrence of the Amendment No. 2 11 Refinancing Term Loans and Amendment No. 2 Incremental Term Loans to be made pursuant hereto and the Amendment No. 2 11 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL Commitments, the Increased DDTL Commitment Amounts and Amendment No. 2 Incremental Term Commitments established hereby. Each Guarantor acknowledges and agrees that (A) all Obligations with respect to the Amendment No. 2 Incremental Term Commitments, Amendment No. 2 11 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL Commitments and Increased DDTL Commitment Amounts provided hereby and all Amendment No. 2 Incremental Term Loans, Increased DDTL Amounts and Amendment No. 2 11 Refinancing Term Loans made 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 as, and 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 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. 2 Incremental Term Loans and Amendment No. 2 11 Refinancing Term Loans and all obligations in respect thereof and in respect of the Amendment No. 2 11 Refinancing Term Loan Commitments, the Amendment No. 2 Refinancing DDTL Commitments, the Increased DDTL Commitment Amounts and the Amendment No. 2 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. 2 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 acknowledges and agrees that (A) (i) it shall be liable for all Obligations with respect to the Incremental Amendment No. 2 Refinancing Term Loans, Amendment No. 2 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL 1 Commitments and the Amendment No. 2 Incremental Term Commitments and Increased DDTL Commitment Amounts provided hereby including, without limitation, all Incremental Amendment No. 2 Refinancing 1 Term Loans and Amendment No. 2 Incremental Term Loans and Increased DDTL Commitment Amounts made pursuant hereto and (ii) all such Obligations (including in respect of all such Incremental Amendment No. 2 Refinancing DDTL Commitments, Amendment No. 2 Refinancing 1 Term Loans, Amendment No. 2 Incremental Term Loans and Increased DDTL Commitment Amounts) shall be entitled to the benefits of the Collateral Documents and the Guaranty and (B) after giving effect to this Incremental Amendment, the Collateral Documents continue to be in full force and effect and affirms and confirms the pledge of and/or grant of security interest in its assets constituting 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 Incremental Amendment and to the incurrence of the Incremental Amendment No. 2 Refinancing Term Loans and Amendment No. 2 Incremental 1 Term Loans to be made pursuant hereto and the Amendment No. 2 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL Commitments, the Increased DDTL Commitment Amounts and Amendment No. 2 Incremental Term Commitments established herebyhereto. Each Guarantor acknowledges and agrees that (A) all Obligations with respect to the Incremental Amendment No. 2 Incremental Term Commitments, Amendment No. 2 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL 1 Commitments and Increased DDTL Commitment Amounts provided hereby and all Incremental Amendment No. 2 Incremental Term Loans, Increased DDTL Amounts and Amendment No. 2 Refinancing 1 Term Loans made 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 Agreement, (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided herein and in the Amended Credit Agreement and (Biii) after giving effect to this Incremental Amendment, agrees that 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 constituting as Collateral to secure the Obligations, which continue in full force and effect. Each of the . C. The Borrower and each Guarantor acknowledges and agrees that (i) from and after the date hereof, all Incremental Amendment No. 2 Incremental Term Loans and Amendment No. 2 Refinancing 1 Term Loans and all obligations in respect thereof and in respect of the Amendment No. 2 Refinancing Term Loan Commitments, the Amendment No. 2 Refinancing DDTL Commitments, the Increased DDTL Commitment Amounts and the Amendment No. 2 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 Incremental Amendment No. 2 Incremental Term Lender and each New 1 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 acknowledges and agrees that (A) (i) it shall be liable for all Obligations with respect to the Incremental Amendment No. 2 Refinancing Term Loans, Amendment No. 2 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL 1 Revolving Credit Commitments and the Amendment No. 2 Incremental Term Commitments and Increased DDTL Commitment Amounts provided hereby including, without limitation, all Revolving Credit Loans incurred under the Incremental Amendment No. 2 Refinancing Term Loans and Amendment No. 2 Incremental Term Loans and Increased DDTL Commitment Amounts 1 Revolving Credit Commitments made pursuant hereto and (ii) all such Obligations (including in respect of all such Incremental Amendment No. 2 Refinancing DDTL 1 Revolving Credit Commitments, Amendment No. 2 Refinancing Term Loans, Amendment No. 2 Incremental Term Loans and Increased DDTL Commitment Amounts) shall be entitled to the benefits of the Collateral Documents and the Guaranty and (B) (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Incremental Amendment and the transactions contemplated hereby, are ratified and affirmed in all respects and shall continue in full force and effect, (ii) after giving effect to this Incremental Amendment, each Loan Document to which it is a party is and shall continue in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iii) after giving effect to this Incremental Amendment, the Collateral Documents continue to be in full force and effect and affirms and confirms the prior pledge of and/or prior grant of security interest interests and Liens in its assets constituting as Collateral to secure the Obligations, which and all such security interests and Liens shall continue in full force and effect. effect after giving effect to this Incremental Amendment. B. Each Guarantor acknowledges and agrees to each of the provisions of this Incremental Amendment and to the incurrence of the Incremental Amendment No. 2 Refinancing Term Loans and Amendment No. 2 Incremental Term Loans 1 Revolving Credit Commitments to be made or provided pursuant hereto and the Amendment No. 2 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL Commitments, the Increased DDTL Commitment Amounts and Amendment No. 2 Incremental Term Commitments established herebyhereto. Each Guarantor acknowledges and agrees that (A) all Obligations with respect to the Incremental Amendment No. 2 Incremental Term Commitments, Amendment No. 2 Refinancing Term Loan Commitments, Amendment No. 2 Refinancing DDTL 1 Revolving Credit Commitments and Increased DDTL Commitment Amounts provided hereby and all Incremental Amendment No. 2 Incremental Term Loans, Increased DDTL Amounts and Amendment No. 2 Refinancing Term Loans 1 Revolving Credit Commitments made or provided 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 as, and to the extent, provided herein and in the Amended Credit Agreement Agreement. Each Guarantor acknowledges and agrees that (Bi) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Incremental Amendment and the transactions contemplated hereby, are ratified and affirmed in all respects and shall continue in full force and effect, (ii) after giving effect to this Incremental Amendment, each Loan Document to which it is a party is and shall continue in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iii) after giving effect to this Incremental 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 prior pledge of and/or prior grant of security interest and Liens in its assets constituting as Collateral to secure the Obligations, which and all such security interests and Liens shall continue in full force and effect. Each of the Borrower and each Guarantor acknowledges and agrees that (i) from and effect after the date hereof, all Amendment No. 2 giving effect to this Incremental Term Loans and Amendment No. 2 Refinancing Term Loans and all obligations in respect thereof and in respect of the Amendment No. 2 Refinancing Term Loan Commitments, the Amendment No. 2 Refinancing DDTL Commitments, the Increased DDTL Commitment Amounts and the Amendment No. 2 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. 2 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 partyAmendment.