Common use of Further Acknowledgments Clause in Contracts

Further Acknowledgments. A. The Borrower acknowledges and agrees that (A) (i) it shall be liable for all Obligations with respect to the Incremental Amendment No. 1 Commitments provided hereby including, without limitation, all Incremental Amendment No. 1 Term Loans made pursuant hereto and (ii) all such Obligations (including all such Incremental Amendment No. 1 Term Loans) shall be entitled to the benefits of the Collateral Documents and the Guaranty and (B) after giving effect to this Incremental Amendment, the Collateral Documents continue to be in full force and effect and affirms and confirms the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effect. B. Each Guarantor acknowledges and agrees to each of the provisions of this Incremental Amendment and to the incurrence of the Incremental Amendment No. 1 Term Loans to be made pursuant hereto. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Amendment No. 1 Commitments provided hereby and all Incremental Amendment No. 1 Term Loans made pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Amended Credit Agreement, (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided herein and in the Amended Credit Agreement and (iii) after giving effect to this Incremental Amendment, agrees that the Guaranty and the Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effect. C. The Borrower and each Guarantor acknowledges and agrees that (i) from and after the date hereof, all Incremental Amendment No. 1 Term Loans and all obligations in respect thereof shall be deemed to be “Obligations” under the Credit Agreement and each other Loan Document to which it is a party and (ii) each Incremental Amendment No. 1 Term Lender (and any assignee thereof) is a “Lender” and a “Secured Party” for all purposes under the Loan Documents to which such Loan Party is a party.

Further Acknowledgments. A. The Borrower (x) acknowledges and agrees that (A) (i) it shall be liable for all Obligations with respect to the Incremental Amendment No. 1 Replacement Term Commitments provided hereby including, without limitation, all Incremental Amendment No. 1 Replacement Term Loans made available pursuant hereto and hereto, (ii) all such Obligations (including all such Incremental Amendment No. 1 Replacement Term Loans) shall be entitled to the benefits of the Collateral Loan Documents and the Guaranty and (Biii) after giving effect to this Incremental Amendment, the Collateral Documents continue to be in full force and effect and (y) affirms and confirms the pledge of and/or grant of security interest in its assets as Collateral pursuant to the Collateral Documents to secure the Obligations, which continue in full force and effect. B. Each Guarantor acknowledges and agrees to each of the provisions of this Incremental Amendment and to the incurrence of the Incremental Amendment No. 1 Replacement Term Loans to be made pursuant hereto. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Amendment No. 1 Replacement Term Commitments provided hereby and including, without limitation, all Incremental Amendment No. 1 Replacement Term Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty Guarantee and Collateral Agreement as, and to the extent, provided herein therein and in the Amended Credit Agreement, Agreement and (ii) be entitled to the benefits of the Loan Documents as, Documents. Each Guarantor acknowledges and to the extent, provided herein and in the Amended Credit Agreement and (iii) agrees that after giving effect to this Incremental Amendment, agrees that the Guaranty Guarantee and Collateral Agreement and the other Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as Collateral pursuant to the Collateral Documents to secure the Obligations, which continue in full force and effect. C. The Borrower and each Guarantor acknowledges and agrees that (i) from and after the date hereof, all Incremental Amendment No. 1 Term Loans and all obligations in respect thereof shall be deemed to be “Obligations” under the Credit Agreement and each other Loan Document to which it is a party and (ii) each Incremental Amendment No. 1 Term Lender (and any assignee thereof) is a “Lender” and a “Secured Party” for all purposes under the Loan Documents to which such Loan Party is a party.

Further Acknowledgments. A. The Borrower acknowledges and agrees that (A) (i) it shall be liable for all Obligations with respect to the Incremental Amendment No. 1 Commitments provided hereby including, without limitation, all Incremental Amendment No. 1 Term Loans made pursuant hereto and (ii) all such Obligations (including all such Incremental Amendment No. 1 Term Loans) shall be entitled to the benefits of the Collateral Documents and the Guaranty and (B) after giving effect to this Incremental Amendment, the Collateral Documents continue to be in full force and effect and affirms and confirms the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effect. B. Each Guarantor acknowledges and agrees to each of the provisions of this Incremental Amendment and to the incurrence of the Incremental Amendment No. 1 Term Loans to be made pursuant hereto. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Amendment No. 1 Commitments provided hereby and all Incremental Amendment No. 1 Term Loans made pursuant hereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided herein and in the Amended Credit Agreement, (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided herein and in the Amended Credit Agreement and (iii) after giving effect to this Incremental Amendment, agrees that the Guaranty and the Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effect. C. The Borrower and each Guarantor acknowledges and agrees that (i) from and after the date hereof, all Incremental Amendment No. 1 Term Loans and all obligations in respect thereof shall be deemed to be “Obligations” under the Credit Agreement and each other Loan Document to which it is a party and (ii) each the Incremental Amendment No. 1 Term Lender (and any assignee thereof) is a “Lender” and a “Secured Party” for all purposes under the Loan Documents to which such Loan Party is a party.

Further Acknowledgments. A. (a) The Borrower acknowledges and agrees that (A) (i) it shall be liable for all Obligations (for the avoidance of doubt, after giving effect to the transactions contemplated hereby) with respect to the Incremental Amendment No. 1 Commitments Loan provided hereby including, without limitation, all Incremental Amendment No. 1 Term Loans made pursuant hereto and (ii) all such Obligations (including all such Incremental Amendment No. 1 Term Loans) shall be entitled to the benefits of the Collateral Documents and the Guaranty and Loan Guaranty, (B) after giving effect to this Incremental Amendment, the Collateral Documents continue to be in full force and effect and affirms and confirms the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effecteffect and (C) the Obligations, together with all fees, costs, expenses and other charges due and owing by the Borrower to the Lender under the Loan Documents as of the date hereof are unconditionally owing by the Borrower to the Lender, without offset, defense or counterclaim of any kind, nature or description whatsoever. B. (b) Each Loan Guarantor acknowledges and agrees to each of the provisions of this Incremental Amendment and to the incurrence of the Incremental Amendment No. 1 Term Loans Loan to be made or provided pursuant hereto. Each Loan Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Amendment No. 1 Commitments Loan provided hereby and all Incremental Amendment No. 1 Term Loans made available pursuant hereto shall (i) be fully guaranteed pursuant to the Loan Guaranty as, and to the extent, provided herein and in the Amended Credit Seller Note Agreement, (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided herein and in the Amended Credit Seller Note Agreement and (iii) after giving effect to this Incremental Amendment, agrees that the Loan Guaranty and the Collateral Documents continue to be in full force and effect and affirms and confirms its guarantee of the Obligations and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations, which continue in full force and effecteffect and shall accrue to the benefit of the Lender and shall not be affected, impaired or discharged hereby or by the transactions contemplated by this Amendment. C. The (c) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that (i) from neither the modification of the Seller Note Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and after such Liens continue unimpaired with the date hereofsame priority to secure repayment of all Obligations, all Incremental Amendment No. 1 Term Loans and all obligations in respect thereof shall be deemed to be “Obligations” under the Credit Agreement and each other Loan Document to which it is a party and (ii) each Incremental Amendment No. 1 Term Lender (and any assignee thereof) is a “Lender” and a “Secured Party” for all purposes under the Loan Documents to which such Loan Party is a partywhether heretofore or hereafter incurred.

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