Common use of ACKNOWLEDGMENT AND CONSENT Clause in Contracts

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties of Borrower has (i) guarantied the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 Each Subsidiary Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan Party hereby confirms that each Security 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 Security Documents, the payment and performance of all Obligations under the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Documents, as the case may be, including without limitation the payment and performance of all such Obligations under the Credit Agreement and the Obligations under the Security Documents in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Credit Agreement, as amended hereby, and grants to the Collateral Agent 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 Obligations under the Credit Agreement and the Obligations under the Security Documents (whether at stated maturity, by acceleration or otherwise). 4.3 Each Subsidiary Loan Party acknowledges and agrees that any of the Security 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 Loan Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, and the Security Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Party 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 Subsidiary Loan Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties Holdings and certain Subsidiaries of Borrower the Company has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Term Loan DIP Credit Agreement and the Collateral Documents subject to the terms and provisions of the Term Loan DIP Credit Agreement and the Collateral Documents. Each Subsidiary of Holdings and certain Subsidiaries of the Company who have guaranteed the Obligations are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Term Loan DIP Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Term Loan DIP Credit Agreement and this Amendment and consents to the amendment and waiver of the Term Loan DIP Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended hereby, and grants to the Collateral Agent 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 Obligations under the Term Loan DIP Credit Agreement and the Obligations under the Security Documents (whether at stated maturity, by acceleration or otherwise). 4.3 Collateral Documents. Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Loan Party represents The Company and warrants that all representations and warranties contained in the each Credit Agreement, as amended hereby, and the Security Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendmentthat, such Subsidiary Loan Party 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) except as expressly provided herein, nothing in the Term Loan DIP Credit Agreement, the Pledge and Security Agreement, this Amendment or any other Loan Credit Document shall be deemed to require constitute an amendment to or waiver of any Default or Event of Default, or an indication of the consent Administrative Agent's or Lender's willingness to amend or waive, any other provisions of such Subsidiary Loan Party to any future amendments to the Credit AgreementDocuments.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Holdings and each Domestic Subsidiary Loan Parties of Borrower Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Domestic Subsidiary Loan of Holdings who has guaranteed the Obligations are collectively referred to herein as the "Credit Support Parties", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Second Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Second Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyAgreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent 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 Obligations "Obligations" under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Second Amendment. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this Second Amendment and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Second Amendment Effective Closing 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, correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Loan Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Holdings and each Domestic Subsidiary Loan Parties of Borrower Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Domestic Subsidiary Loan of Holdings who has guaranteed the Obligations are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Third Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Third Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyAgreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent 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 Obligations "Obligations" under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Third Amendment. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this Third Amendment and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Third Amendment Effective Closing 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, correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Third Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Third Amendment and (ii) nothing in the Credit Agreement, this Third Amendment or any other Loan Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties of Borrower Holdings has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 of the Credit Agreement. Holdings is referred to herein as the "CREDIT SUPPORT PARTY", and the Credit Agreement and the Pledge and Security Agreement, dated as of September 27, 2000, between the Company, each of the grantors party thereto and Fleet National Bank, as Collateral Agent (as such obligationsmay be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 4.2 Each Subsidiary Loan The Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan The Credit Support Party hereby confirms that each Security Credit Support 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 Security Credit Support Documents, the payment and performance of all Guaranteed Obligations under the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security DocumentsAgreement) under the Pledge and Security DocumentsAgreement, as the case may be, including without limitation the payment and performance of all such Guaranteed Obligations under the Credit Agreement and Secured Obligations (as such term is defined in the Obligations Pledge and Security Agreement) under the Pledge and Security Documents Agreement in respect of the Obligations of Borrower Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyby this Amendment, and grants to the Collateral Agent 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 Documents Agreement (whether at stated maturity, by acceleration or otherwise). 4.3 Each Subsidiary Loan The Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Loan The Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended herebyby this Amendment, and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth First Amendment Effective Closing 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan The Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit 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 Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Holdings and each Domestic Subsidiary Loan Parties of Borrower Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Domestic Subsidiary Loan of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Fourth Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Fourth Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyAgreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent 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 Obligations "Obligations" under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Fourth Amendment. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this Fourth Amendment and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Amendment Effective Closing 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, correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fourth Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Fourth Amendment and (ii) nothing in the Credit Agreement, this Fourth Amendment or any other Loan Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Holdings and each Domestic Subsidiary Loan Parties of Borrower Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Domestic Subsidiary Loan of Holdings who has guaranteed the Obligations are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Second Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Second Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyAgreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent 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 Obligations "Obligations" under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Second Amendment. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this Second Amendment and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Second Amendment Effective Closing 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, correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Loan Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties of Borrower has (i) guarantied the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 Each Subsidiary Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan Party hereby confirms that each Security 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 Security Documents, the payment and performance of all Obligations under the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Documents, as the case may be, including without limitation the payment and performance of all such Obligations under the Credit Agreement and the Obligations under the Security Documents in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Credit Agreement, as amended hereby, and grants to the Collateral Agent 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 Obligations under the Credit Agreement and the Obligations under the Security Documents (whether at stated maturity, by acceleration or otherwise). 4.3 Each Subsidiary Loan Party acknowledges and agrees that any of the Security 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 Loan Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, and the Security Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Party 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 Subsidiary Loan Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties of Borrower Holdings has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 of the Credit Agreement. Holdings is referred to herein as the "CREDIT SUPPORT PARTY", and the Credit Agreement and the Pledge and Security Agreement, dated as of September 27, 2000, between the Company, each of the grantors party thereto and Fleet National Bank, as Collateral Agent (as such obligationsmay be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 4.2 Each Subsidiary Loan The Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan The Credit Support Party hereby confirms that each Security Credit Support 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 Security Credit Support Documents, the payment and performance of all Guaranteed Obligations under the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security DocumentsAgreement) under the Pledge and Security DocumentsAgreement, as the case may be, including without limitation the payment and performance of all such 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 Documents Agreement in respect of the Obligations of Borrower Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyby this Amendment, and grants to the Collateral Agent 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 Documents Agreement (whether at stated maturity, by acceleration or otherwise). 4.3 Each Subsidiary Loan The Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Loan The Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended herebyby this Amendment, and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Second Amendment Effective Closing 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Party 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 Subsidiary Loan Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties of Borrower has (i) guarantied the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 Each Subsidiary Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan Party hereby confirms that each Security 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 Security Documents, the payment and performance of all Obligations under the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Documents, as the case may be, including without limitation the payment and performance of all such Obligations under the Credit Agreement and the Obligations under the Security Documents in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Credit Agreement, as amended hereby, and grants to the Collateral Agent 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 Obligations under the Credit Agreement and the Obligations under the Security Documents (whether at stated maturity, by acceleration or otherwise). 4.3 Each Subsidiary Loan Party acknowledges and agrees that any of the Security 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 Loan Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, and the Security Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Party 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 Subsidiary Loan Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each Notwithstanding the terms of Subsidiary Loan Parties of Borrower has (i) guarantied the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 Each Subsidiary Loan Party Credit Agreement, the Lender hereby acknowledges that it has reviewed to the extent the Borrower is in compliance with the terms and provisions of the New Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan Party hereby confirms that each Security 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 Security Documents, the payment and performance of all Obligations under the Credit Agreement and the Obligations (as such term is defined in Section 2.2 hereof), the Security Documents) under the Security Documents, as the case may be, including without limitation the payment and performance of all such Obligations under the Credit Agreement and the Obligations under the Security Documents Borrower will automatically be deemed to be in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Credit Agreement, as amended hereby, and grants to the Collateral Agent 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 Obligations under the Credit Agreement and the Obligations under the Security Documents (whether at stated maturity, by acceleration or otherwise). 4.3 Each Subsidiary Loan Party acknowledges and agrees that any of the Security 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 Loan Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, and the Security Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Party is not required by compliance with the terms of the Credit Agreement or Agreement. The Lender further acknowledges that, save and in respect of the payment terms and obligations of the Borrower on account of mandatory prepayments under the Credit Agreement, (i) the Borrower shall not be in breach of any other Loan Document to consent to the amendments to covenant under the Credit Agreement effected pursuant to this Amendment unless such act or omission also constitutes a covenant breach under the New Credit Agreement, and (ii) nothing no Default or Event of Default will have occurred under the Credit Agreement unless such event also constitutes a Default or Event of Default (as such terms are defined in the New Credit Agreement). The Lender otherwise reserves all its rights and remedies pursuant to the Credit Agreement. In particular, to the extent any breach of covenant or Default or Event of Default has occurred under the New Credit Agreement, the Lender may accelerate the Credit Facilities under the Credit Agreement, this Amendment regardless of whether or any other Loan Document shall be deemed to require not the consent of such Subsidiary Loan Party to any future amendments to Lender has accelerated the Credit Facilities (as defined under the New Credit Agreement). For so long as the Obligations remain outstanding under the Credit Agreement, the Lender consents to, and acknowledges the validity of, the Security (as defined in the New Credit Agreement, whether directly or by reference) and any security granted in connection with the Financing Transactions and each Element (as such terms are defined in the New Credit Agreement) and undertakes not to challenge same. In addition, to the extent necessary, the Lender hereby consents to and waives any default under the Credit Agreement resulting from (i) the execution, delivery and performance by the Borrower and/or each of the Guarantors, as applicable, of each of the Financing Transactions and each Element (as such terms are defined in the New Credit Agreement) and any and all transactions contemplated thereunder or consummated in connection therewith, and (ii) the creation, issue, execution, delivery, registration, opposability and perfection, as applicable, of the Senior Obligations, the Security Documents and all other obligations owing under or in connection with the Financing Transactions and each Element and all security granted in connection therewith (as such terms are defined in the New Credit Agreement). More specifically and without in any way limiting the foregoing, the Lender consents to the transactions contemplated by each Financing Transaction and each Element (as such terms are defined in the New Credit Agreement) and all security granted in connection therewith, which transactions include the sale of diamonds as contemplated under the Purchase and Sale Agreement (as defined in the New Credit Agreement) by (x) Stornoway Diamonds (Canada) Inc. to the Seller (as defined in the New Credit Agreement) and (y) by the Seller to the Buyers (as defined in the Purchase and Sale Agreement) the whole as set forth in the Purchase and Sale Agreement and the Transaction Documents (as defined in the Stream Purchase Agreement) (collectively, the “Sales”) and acknowledges and agrees that such Sales, together with the Senior Obligations and all other obligations owing under or in connection with the Financing Transactions and each Element (as such terms are defined in the New Credit Agreement), shall constitute Qualifying Project Financing.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties of Borrower the Company and the Guarantors has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligationsits obligations under Section 7 of the Credit Agreement. The Company and the Guarantors are collectively referred to herein as the "Credit Support Parties", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "Credit Support Documents". 4.2 Each Subsidiary Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Credit Support Documents, the payment and performance of all Guaranteed Obligations under the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security DocumentsAgreement) under the Pledge and Security Documents, as the case may be, including without limitation the payment and performance of all such Obligations under the Credit Agreement and the Obligations under the Security Documents in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Credit Agreement, as amended hereby, and grants to the Collateral Agent 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 Documents Agreement (whether at stated maturity, by acceleration or otherwise). 4.3 Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, Amended Agreement and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth First Amendment Effective Closing 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan Party Credit Support Party, other than the Company, acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit 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 Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Domestic Subsidiary Loan Parties of Borrower has (i) guarantied and Holdings are referred to herein as a "CREDIT SUPPORT PARTY" and collectively as the Obligations "CREDIT SUPPORT PARTIES", and (ii) created Liens in favor of Lenders on certain the Credit Agreement and the Collateral Documents are collectively referred to secure such obligations. 4.2 herein as the "CREDIT SUPPORT DOCUMENTS". Each Subsidiary Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 and subject to the Security Documents, Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyAgreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent 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 Obligations "Obligations" under each of, and in accordance with and subject to, the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any all of the Security Credit Support 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 Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this Amendment and the Security Credit Support Documents to which it is a party or otherwise bound are true, true and correct and complete in all material respects on and as of the Fourth Second Amendment Effective Date to the same extent as though made on and as of that datethe Second Amendment Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Credit Support Party (other than the Company) is not required by the terms of the Credit Agreement or any other Loan Credit 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 Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party (other than the Company) to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Holdings and each Guarantor Subsidiary Loan Parties of Borrower has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders Collateral Agent for the benefit of the Secured Parties on certain Collateral to secure such obligations. 4.2 its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Guarantor Subsidiary Loan together with the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “Credit Support Party”), and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement, the Pledge and Security Agreement and this Second Amendment and consents to the amendment of the Credit Agreement and the Pledge and Security Agreement effected pursuant to this Second Amendment. Each Subsidiary Loan Credit Support Party hereby confirms and affirms that each Security Credit Support 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 Credit Support Documents (in the case of the Pledge and Security DocumentsAgreement, as amended by this Second Amendment) the payment and performance of all Obligations under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, Agreement as amended herebyby this Second Amendment, including any increase thereto, and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Second Amendment, except as expressly provided in this Second Amendment. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this Second Amendment and the Security Credit Support Documents to which it is a party or otherwise bound are true, true and correct and complete in all material respects on and as of the Fourth 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, true and correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement or the Pledge and Security Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, the Pledge and Security Agreement, this Second Amendment or any other Loan Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement or the Pledge and Security Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each Certain Subsidiaries of Subsidiary Loan Parties of Borrower has Company have (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. The Subsidiaries of Company who has guaranteed the Obligations together with the Company are collectively referred to herein as the “Credit Support Parties”, and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Subsidiary Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendment of the Credit Agreement and consents effected pursuant to this AmendmentFirst Amendment and Consent. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations “Obligations” under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations “Obligations” under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyAgreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent 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 Obligations “Obligations” under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 AmendmentFirst Amendment and Consent. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this First Amendment and Consent and the Security Credit Support Documents to which it is a party or otherwise bound are true, true and correct and complete in all material respects on and as of the Fourth 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 and correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentFirst Amendment and Consent, such Subsidiary Loan Credit Support Party 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 First Amendment and (ii) nothing in the Credit Agreement, this First Amendment and Consent or any other Loan Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Holdings and each Domestic Subsidiary Loan Parties of Borrower Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Domestic Subsidiary Loan of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Eighth Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Eighth Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyAgreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent 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 Obligations "Obligations" under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Eighth Amendment. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this Eighth Amendment and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Eighth 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, correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Eighth Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Eighth Amendment and (ii) nothing in the Credit Agreement, this Eighth Amendment or any other Loan Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties Domestic Subsidiaries of Borrower Company has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 of the Credit Agreement. The Domestic Subsidiaries are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Agreement, the Pledge and Security Agreement, dated as of December 20, 2001, between the Company, each of the grantors party thereto and the Bank of Nova Scotia., as Collateral Agent (as such obligationsmay be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 4.2 Each Subsidiary Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Credit Support Documents, the payment and performance of all Guaranteed Obligations under the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security DocumentsAgreement) under the Pledge and Security DocumentsAgreement, as the case may be, including without limitation the payment and performance of all such Guaranteed Obligations under the Credit Agreement and the Secured Obligations under the Pledge and Security Documents Agreement in respect of the Obligations of Borrower Company now or hereafter existing under or in respect of the Credit Agreement, as amended hereby, and grants to the Collateral Agent 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 under the Pledge and Security Documents Agreement (whether at stated maturity, by acceleration or otherwise). 4.3 Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT 11 impaired or limited by the execution or effectiveness of this Amendment. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit 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 Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 6.1 Each of Subsidiary Loan Parties of Borrower Xxxxxx Commercial Aircraft Company and VAC Industries, Inc. has (i) guarantied the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 of the Credit Agreement. Xxxxxx Commercial Aircraft Company and VAC Industries, Inc. are collectively referred to herein as the “Credit Support Parties”, and the Credit Agreement, the Pledge and Security Agreement, dated as of July 24, 2000, between Company, each of the grantors party thereto and Xxxxxx Commercial Paper Inc., as Collateral Agent (as such obligationsmay be amended, supplemented or modified) (the “Pledge and Security Agreement”) are collectively referred to herein as the “Credit Support Documents”. 4.2 6.2 Each Subsidiary Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this AmendmentAmendment (the “Amended Agreement”). Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Credit Support Documents, the payment and performance of all Guaranteed Obligations under the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security DocumentsAgreement) under the Pledge and Security DocumentsAgreement, as the case may be, including without limitation the payment and performance of all such Guaranteed Obligations under the Credit Agreement and Secured Obligations (as such term is defined in the Obligations Pledge and Security Agreement) under the Pledge and Security Documents Agreement in respect of the Obligations of Borrower Company now or hereafter existing under or in respect of the Credit Amended Agreement, as amended hereby, and grants to the Collateral Agent 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 Documents Agreement (whether at stated maturity, by acceleration or otherwise). 4.3 6.3 Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, Amended Agreement and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Sixth Amendment Effective Closing 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, correct and complete in all material respects on and as of such earlier date. 4.4 6.4 Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit 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 Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Holdings and each Domestic Subsidiary Loan Parties of Borrower Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Domestic Subsidiary Loan of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the “Credit Support Parties”, and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Seventh Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Seventh Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations “Obligations” under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations “Obligations” under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyAgreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent 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 Obligations “Obligations” under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Seventh Amendment. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this Seventh Amendment and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Seventh 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, correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Seventh Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Seventh Amendment and (ii) nothing in the Credit Agreement, this Seventh Amendment or any other Loan Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties of Borrower has (i) guarantied the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 Each Subsidiary Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan Party hereby confirms that each Security 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 Security Documents, the payment and performance of all Obligations under the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Documents, as the case may be, including without limitation the payment and performance of all such Obligations under the Credit Agreement and the Obligations under the Security Documents in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Credit Agreement, as amended hereby, and grants to the Collateral Agent 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 Obligations under the Credit Agreement and the Obligations under the Security Documents (whether at stated maturity, by acceleration or otherwise). 4.3 Each Subsidiary Loan Party acknowledges and agrees that any of the Security 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 Loan Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, and the Security Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Fifth 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Party 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 Subsidiary Loan Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties Holdings and certain Subsidiaries of Borrower the Company has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Term Loan DIP Credit Agreement and the Collateral Documents subject to the terms and provisions of the Term Loan DIP Credit Agreement and the Term Loan Security Agreement. Each Subsidiary of Holdings and certain Subsidiaries of the Company who have guaranteed the Obligations are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Term Loan DIP Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Term Loan DIP Credit Agreement, the Term Loan Security Agreement and this Amendment Agreement and consents to the amendment of the Term Loan DIP Credit Agreement and the Term Loan Security Agreement effected pursuant to this AmendmentAmendment Agreement. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended hereby, and grants to the Collateral Agent 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 Obligations under the Term Loan DIP Credit Agreement and the Obligations under the Term Loan Pledge and Security Documents (whether at stated maturity, by acceleration or otherwise). 4.3 Agreement. Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 AmendmentAmendment Agreement. Each Subsidiary Loan Party represents The Company and warrants that all representations and warranties contained in the each Credit Agreement, as amended hereby, and the Security Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan Support Party acknowledges and agrees that (i) notwithstanding nothing in the conditions to effectiveness set forth in Term Loan DIP Credit Agreement, the Term Loan Pledge and Security Agreement, this Amendment, such Subsidiary Loan Party is not required by the terms of the Credit Amendment 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 constitute an amendment to or waiver of any Default or Event of Default, or an indication of the consent Administrative Agent's or Lender's willingness to amend or waive, any other provisions of such Subsidiary Loan Party to any future amendments to the Credit AgreementDocuments.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Holdings and each Domestic Subsidiary Loan Parties of Borrower Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Domestic Subsidiary Loan of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Sixth Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Sixth Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyAgreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent 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 Obligations "Obligations" under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Sixth Amendment. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this Sixth Amendment and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Sixth Amendment Effective Closing 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, correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Sixth Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Sixth Amendment and (ii) nothing in the Credit Agreement, this Sixth Amendment or any other Loan Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties of Borrower has Company and the Guarantors have (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 their obligations under this Agreement and the Collateral Documents. Each Subsidiary Loan of Company and the Guarantors are collectively referred to herein as the “Credit Support Parties”, and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit this Agreement and this Amendment and consents to the amendment of the Existing Credit Agreement effected pursuant to this AmendmentAgreement. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations “Obligations” under this Agreement and each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations “Obligations” under this Agreement and each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower Company now or hereafter existing under or in respect of the Existing Credit Agreement, as amended herebyhereby and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to to, all Collateral as collateral security for the prompt payment and performance in full when due of the Obligations “Obligations” under this Agreement and each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Loan Credit Support Party represents and warrants that all representations and warranties contained in this Agreement and the Credit Agreement, as amended hereby, and the Security Support Documents to which it is a party or otherwise bound are true, true and correct and complete in all material respects on and as of the Fourth 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, true and correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, such Subsidiary Loan Credit Support Party is not required by the terms of the Existing Credit Agreement or any other Loan Credit Document to consent to the amendments to the Existing Credit Agreement effected pursuant to this Amendment Agreement and (ii) nothing in the Credit Agreement, this Amendment Agreement or any other Loan Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit this Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties of Borrower has (i) guarantied the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 Each Subsidiary Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan Party hereby confirms that each Security 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 Security Documents, the payment and performance of all Obligations under the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Documents, as the case may be, including without limitation the payment and performance of all such Obligations under the Credit Agreement and the Obligations under the Security Documents in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Credit Agreement, as amended hereby, and grants to the Collateral Agent 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 Obligations under the Credit Agreement and the Obligations under the Security Documents (whether at stated maturity, by acceleration or otherwise). 4.3 Each Subsidiary Loan Party acknowledges and agrees that any of the Security 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 Loan Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, and the Security Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Sixth 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Party 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 Subsidiary Loan Party to any future amendments to the Credit Agreement.and

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Holdings and each Domestic Subsidiary Loan Parties of Borrower Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Domestic Subsidiary Loan of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendment of the Credit Agreement effected pursuant to this First Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyAgreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent 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 Obligations "Obligations" under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 First Amendment. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this First Amendment and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth 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, correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Loan Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties of Borrower 5.1 Holdings has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 of the Credit Agreement. Holdings is referred to herein as the "CREDIT SUPPORT PARTY", and the Credit Agreement and the Pledge and Security Agreement, dated as of September 27, 2000, between the Company, each of the grantors party thereto and Fleet National Bank, as Collateral Agent (as such obligationsmay be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 4.2 Each Subsidiary Loan 5.2 The Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan The Credit Support Party hereby confirms that each Security Credit Support 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 Security Credit Support Documents, the payment and performance of all Guaranteed Obligations under the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security DocumentsAgreement) under the Pledge and Security DocumentsAgreement, as the case may be, including without limitation the payment and performance of all such 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 Documents Agreement in respect of the Obligations of Borrower Company now or hereafter existing under or in respect of the hereafter 5.3 The Credit Agreement, as amended hereby, and grants to the Collateral Agent 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 Obligations under the Credit Agreement and the Obligations under the Security Documents (whether at stated maturity, by acceleration or otherwise). 4.3 Each Subsidiary Loan Support Party acknowledges and agrees that any of the Security Credit Support 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 Loan The Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended herebyby this Amendment, and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Third Amendment Effective Closing 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan 5.4 The Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit 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 Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Holdings and each Domestic Subsidiary Loan Parties of Borrower Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Domestic Subsidiary Loan of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Fifth Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Fifth Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyAgreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent 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 Obligations "Obligations" under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Fifth Amendment. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this Fifth Amendment and the Security Credit Support Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth Fifth Amendment Effective Closing 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, correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fifth Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Fifth Amendment and (ii) nothing in the Credit Agreement, this Fifth Amendment or any other Loan Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties Holdings and certain Subsidiaries of Borrower the Company has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Revolving DIP Credit Agreement and the Collateral Documents subject to the terms and provisions of the Revolving DIP Credit Agreement and the Collateral Documents. Each Subsidiary Loan of Holdings and certain Subsidiaries of the Company who have guaranteed the Obligations are collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the Revolving DIP Credit Agreement and the Collateral Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Revolving DIP Credit Agreement and this Amendment and consents to the amendment and waiver of the Revolving DIP Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations "Obligations" under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended hereby, and grants to the Collateral Agent 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 Obligations under the Revolving DIP Credit Agreement and the Obligations under the Security Documents (whether at stated maturity, by acceleration or otherwise). 4.3 Collateral Documents. Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Loan Party represents The Company and warrants that all representations and warranties contained in the each Credit Agreement, as amended hereby, and the Security Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendmentthat, such Subsidiary Loan Party 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) except as expressly provided herein, nothing in the Revolving DIP Credit Agreement, the Pledge and Security Agreement, this Amendment or any other Loan Credit Document shall be deemed to require constitute an amendment to or waiver of any Default or Event of Default, or an indication of the consent Administrative Agent's or Lender's willingness to amend or waive, any other provisions of such Subsidiary Loan Party to any future amendments to the Credit AgreementDocuments.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each Certain Subsidiaries of Subsidiary Loan Parties of Borrower has Company have (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. The Subsidiaries of Company who has guaranteed the Obligations together with the Company are collectively referred to herein as the “Credit Support Parties”, and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Subsidiary Loan Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and Consent and consents to the amendment of the Credit Agreement and consents effected pursuant to this AmendmentFirst Amendment and Consent. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations “Obligations” under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations “Obligations” under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyAgreement and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent 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 Obligations “Obligations” under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 AmendmentFirst Amendment and Consent. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this First Amendment and Consent and the Security Credit Support Documents to which it is a party or otherwise bound are true, true and correct and complete in all material respects on and as of the Fourth 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 and correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentFirst Amendment and Consent, such Subsidiary Loan Credit Support Party 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 First Amendment and Consent and (ii) nothing in the Credit Agreement, this First Amendment and Consent or any other Loan Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties of Borrower has the Company and the Guarantors have (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 their obligations under the Credit Agreement and the Collateral Documents. Each Subsidiary Loan of the Company and the Guarantors are collectively referred to herein as the “Credit Support Parties”, and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Second Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Second Amendment. Each Subsidiary Loan Credit Support Party hereby confirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations “Obligations” under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations “Obligations” under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, as amended herebyhereby and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent 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 Obligations “Obligations” under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 Second Amendment. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this Second Amendment and the Security Credit Support Documents to which it is a party or otherwise bound are true, true and correct and complete in all material respects on and as of the Fourth 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, true and correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Second Amendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Loan Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Holdings and each Guarantor Subsidiary Loan Parties of Borrower has (i) guarantied guaranteed the Obligations and (ii) created Liens in favor of Lenders Collateral Agent for the benefit of the Secured Parties on certain Collateral to secure such obligations. 4.2 its obligations under the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings and each Guarantor Subsidiary Loan together with the Company are collectively referred to herein as the “Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “Credit Support Party”), and the Credit Agreement and the Collateral Documents are collectively referred to herein as the “Credit Support Documents”. Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this First Amendment and consents to the amendment of the Credit Agreement effected pursuant to this First Amendment, including, without limitation the potential increase in the Obligations guaranteed by such Credit Support Party. Each Subsidiary Loan Credit Support Party hereby confirms and affirms that each Security Credit Support 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 Security Documents, Credit Support Documents the payment and performance of all Obligations under each of the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Support Documents, as the case may bebe (in each case as such terms are defined in the applicable Credit Support Document), including without limitation the payment and performance of all such Obligations under each of the Credit Agreement and Support Documents, as the Obligations under the Security Documents case may be, in respect of the Obligations of Borrower the Company now or hereafter existing under or in respect of the Credit Agreement, Agreement as amended herebyby this First Amendment, including any increase thereto, and hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral (in each case as such term is defined in the applicable Credit Support Document) as collateral security for the prompt payment and performance in full when due of the Obligations under each of the Credit Agreement and the Obligations under the Security Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). 4.3 . Each Subsidiary Loan Credit Support Party acknowledges and agrees that any of the Security Credit Support 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 First Amendment. Each Subsidiary Loan Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, this First Amendment and the Security Credit Support Documents to which it is a party or otherwise bound are true, true and correct and complete in all material respects on and as of the Fourth 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 and correct and complete in all material respects on and as of such earlier date. 4.4 . Each Subsidiary Credit Support Party acknowledges and agrees that the Series of New Term Loan Commitments (and the New Term Loans funded thereunder) on January 24, 2012 constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party and rank pari passu with the Tranche A Term Loans, Revolving Commitments and Revolving Loans, and that any New Term Loans, New Term Loan Commitments, New Revolving Loans and New Revolving Loan Commitments established pursuant to Section 2.24 of the Credit Agreement (as amended by this First Amendment) from and after the First Amendment Effective Date shall also constitute Obligations, Guaranteed Obligations and Secured Obligations of each Credit Support Party. Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Subsidiary Loan Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Loan Credit Document shall be deemed to require the consent of such Subsidiary Loan Credit Support Party to any future amendments to the Credit Agreement.

ACKNOWLEDGMENT AND CONSENT. 4.1 Each of Subsidiary Loan Parties of Borrower has (i) guarantied the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure such obligations. 4.2 Each Subsidiary Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Subsidiary Loan Party hereby confirms that each Security 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 Security Documents, the payment and performance of all Obligations under the Credit Agreement and the Obligations (as such term is defined in the Security Documents) under the Security Documents, as the case may be, including without limitation the payment and performance of all such Obligations under the Credit Agreement and the Obligations under the Security Documents in respect of the Obligations of Borrower now or hereafter existing under or in respect of the Credit Agreement, as amended hereby, and grants to the Collateral Agent 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 Obligations under the Credit Agreement and the Obligations under the Security Documents (whether at stated maturity, by acceleration or otherwise). 4.3 Each Subsidiary Loan Party acknowledges and agrees that any of the Security 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 Loan Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended hereby, and the Security Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourth 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, correct and complete in all material respects on and as of such earlier date. 4.4 Each Subsidiary Loan Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Subsidiary Loan Party 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 Subsidiary Loan Party to any future amendments to the Credit Agreement.