Common use of ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS Clause in Contracts

ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS. Each Guarantor hereby acknowledges that it has read this Amendment and consents to the terms thereof, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of each Guarantor under each Loan Document to which it is a party or otherwise bound (i) shall continue in full force and effect, (ii) shall be valid and enforceable, (iii) shall not be impaired or affected by the execution or effectiveness of this Amendment, and (iv) are hereby confirmed and ratified in all respects. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment, and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS. (a) Each Guarantor of the Guarantors hereby acknowledges that it has read this Amendment and consents to the terms thereof, hereof and hereby further confirms and agrees that, notwithstanding the effectiveness of this Amendment, its obligations pursuant to the obligations of each Guarantor under each Loan Document Credit Documents shall not be impaired and its guarantee pursuant to which it is a party or otherwise bound (i) the Credit Agreement is, and shall continue to be, in full force and effect, (ii) shall be valid effect and enforceable, (iii) shall not be impaired or affected by the execution or effectiveness of this Amendment, and (iv) are is hereby confirmed and ratified in all respects. . (b) Each Guarantor of the Guarantors hereby confirms and acknowledges that it is validly and agrees that (i) notwithstanding justly indebted to the conditions Administrative Agent and the Lenders for the payment of all of its obligations which it has guaranteed, without offset, defense, cause of action or counterclaim of any kind of nature whatsoever under the Credit Documents pursuant to effectiveness set forth in this Amendment, such Guarantor is not required by the terms thereof. (c) Each of the Guarantors hereby reaffirms and admits the validity and enforceability of the Credit Agreement or any other Loan Document to consent to the amendments to and the Credit Agreement effected Documents to which it is a party and the Liens on the Collateral which were granted by it pursuant to this Amendment, and (ii) nothing in any of the Credit Agreement, this Amendment Documents or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreementotherwise.

ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS. Each Guarantor guarantor listed on the signature pages hereof (each, a "GUARANTOR" and collectively, "GUARANTORS") hereby acknowledges that it has read this Waiver and Amendment and consents to the terms thereof, and hereby confirms and agrees that, notwithstanding the effectiveness of this Waiver and Amendment, the obligations of each Guarantor under each Loan Document to which it is a party or otherwise bound the Security and Guarantee Agreement dated October 12, 2006 (i) shall continue in full force and effectas amended through the date hereof, (ii) shall be valid and enforceable, (iiithe "SECURITY AND GUARANTEE AGREEMENT") shall not be impaired or affected by and the execution or effectiveness of this AmendmentSecurity and Guarantee Agreement is, and (iv) are shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each Guarantor acknowledges and further agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment, and (ii) nothing in the Credit Agreement, this Waiver and Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments amendment to the Credit Agreement.