Common use of Guarantor Acknowledgement Clause in Contracts

Guarantor Acknowledgement. Any Guarantor, by signing this Amendment: (a) consents and agrees to and acknowledges the terms of this Amendment; (b) acknowledges and agrees that all of the Loan Documents to which Guarantor is a party or otherwise bound shall continue in full force and effect and that all of Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (c) represents and warrants to Agent and Lenders that all representations and warranties made by Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor’s consent to this Amendment is not required under the terms of the Credit Agreement or any other Loan Document or as a matter of law, and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of Guarantor to any future amendments to, modifications of, consents under, or forbearances or waivers with regard to, the Credit Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this AmendmentAgreement: (a) consents and agrees to and acknowledges the terms of this AmendmentAgreement; (b) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AmendmentAgreement; (c) represents and warrants to Agent and Lenders Lender that all representations and warranties made by such Guarantor and contained in this Amendment Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, Guarantor’s such Guarantor consent to this Amendment Agreement is not required under the terms of the Credit Loan Agreement or any other Loan Document or as a matter of law, and (ii) nothing in the Credit Loan Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, modifications of, consents under, or forbearances or waivers with regard to, the Credit Loan Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this Amendment: (a) consents and agrees to and acknowledges the terms of this Amendment; (b) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s 's obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (c) represents and warrants to the First Lien Administrative Agent and the First Lien Lenders that all representations and warranties made by such Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects (other than such representations and warranties that are untrue or otherwise inaccurate solely and directly as a result of the Existing Events of Default) on and as of the date of this Amendment to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the First Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Amendment and (ii) nothing in the First Lien Credit Agreement, this Amendment Amendment, the Forbearance Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the First Lien Credit Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this Amendment: (a) consents and agrees to and acknowledges the terms of this Amendment; (b) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s 's obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (c) represents and warrants to the Second Lien Administrative Agent and the Second Lien Lenders that all representations and warranties made by such Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects (other than such representations and warranties that are untrue or otherwise inaccurate solely and directly as a result of the Existing Events of Default) on and as of the date of this Amendment to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the Second Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Amendment and (ii) nothing in the Second Lien Credit Agreement, this Amendment Amendment, the Forbearance Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the Second Lien Credit Agreement.

Guarantor Acknowledgement. Any Guarantor, by signing this Amendment: (a) consents and agrees to and Each of the Guarantors hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment;Agreement. Each of the Guarantors hereby confirms that the Subsidiary Guaranty, as applicable, to which it is a party or otherwise bound will continue to guarantee, as the case may be, to the fullest extent possible in accordance with such Guarantee the payment and performance of all “Guarantied Obligations” under each of the Guarantees, as the case may be (in each case as such terms are defined in the applicable Guarantee), including without limitation the payment and performance of all such “Obligations” under each of the Guarantees, as the case may be, in respect of the Obligations of the Borrower now or hereafter existing under or in respect of the Credit Agreement and the Notes defined therein. (b) Each of the Guarantors acknowledges and agrees that all any of the Loan Documents Guarantees to which Guarantor it is a party or otherwise bound shall continue in full force and effect and that all of Guarantor’s its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (c) Agreement. Each of the Guarantors represents and warrants to Agent and Lenders that all representations and warranties made by Guarantor and contained in the Credit Agreement, this Amendment or any other Loan Document Agreement and the Guarantee to which it is a party or otherwise bound are true true, correct and correct complete in all material respects on and as of the date of this Amendment hereof to the same extent as though made on and as of such that date, except to the extent that any thereof expressly such representations and warranties specifically relate to an earlier date; and (d) acknowledges , in which case they were true, correct and agrees that (i) notwithstanding the conditions to effectiveness set forth complete in this Amendment, Guarantor’s consent to this Amendment is not required under the terms all material respects on and as of the Credit Agreement or any other Loan Document or as a matter of law, and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of Guarantor to any future amendments to, modifications of, consents under, or forbearances or waivers with regard to, the Credit Agreementsuch earlier date.

Guarantor Acknowledgement. Any Each Guarantor, by signing this AmendmentAgreement: (a) consents and agrees to and acknowledges the terms of this AmendmentAgreement, including, without limitation, the amendment to the Second Lien Credit Agreement set forth herein; (b) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s 's obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AmendmentAgreement; (c) represents and warrants to the Second Lien Administrative Agent and the Second Lien Lenders that all representations and warranties made by such Guarantor and contained in this Amendment Agreement or any other Loan Document to which it is a party are true and correct in all material respects (other than such representations and warranties that are untrue or otherwise inaccurate solely and directly as a result of the Existing Events of Default) on and as of the date of this Amendment Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the Second Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Agreement and (ii) nothing in the Second Lien Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the Second Lien Credit Agreement.

Guarantor Acknowledgement. Any Guarantor, by signing this Amendment: (a) consents and agrees to and acknowledges the terms of this Amendment; (b) acknowledges and agrees that all of the Loan Documents to which Guarantor is a party or otherwise bound shall continue in full force and effect and that all of Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (c) represents and warrants to Agent and Lenders that all representations and warranties made by Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; andand [3rd Amendment – Royal Hawaiian] (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor’s consent to this Amendment is not required under the terms of the Credit Agreement or any other Loan Document or as a matter of law, and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of Guarantor to any future amendments to, modifications of, consents under, or forbearances or waivers with regard to, the Credit Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this AmendmentAgreement: (a) consents Consents and agrees to and acknowledges the terms of this Amendment;Agreement, including, without limitation, the amendments to the First Lien Credit Agreement set forth herein. (b) acknowledges Acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s 's obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment;Agreement. (c) represents Represents and warrants to the First Lien Administrative Agent and the First Lien Lenders that all representations and warranties made by such Guarantor and contained in this Amendment Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and. (d) acknowledges Acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the First Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Agreement and (ii) nothing in the First Lien Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the First Lien Credit Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this AmendmentAgreement: (a) consents Consents and agrees to and acknowledges the terms of this Amendment;Agreement, including, without limitation, the amendments to the Second Lien Credit Agreement set forth herein. (b) acknowledges Acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s 's obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment;Agreement. (c) represents Represents and warrants to the Second Lien Administrative Agent and the Second Lien Lenders that all representations and warranties made by such Guarantor and contained in this Amendment Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and. (d) acknowledges Acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the Second Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Agreement and (ii) nothing in the Second Lien Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the Second Lien Credit Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this AmendmentAgreement: (a) consents Consents and agrees to and acknowledges the terms of this Amendment;Agreement, including, without limitation, the amendments to the First Lien Credit Agreement set forth herein. (b) acknowledges Acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or is otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment;Agreement. (c) represents Represents and warrants to the First Lien Administrative Agent and the Lenders that all representations and warranties made by such Guarantor and contained in this Amendment Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and, in which case they shall be true and correct as of such earlier date (except that the representations and warranties contained in Sections 5.05(a) and (b) of the First Lien Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the First Lien Credit Agreement, respectively). (d) acknowledges Acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the First Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Agreement and (ii) nothing in the First Lien Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the First Lien Credit Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this Amendment: (a) consents and agrees to and acknowledges the terms of this Amendment; (b) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (c) represents and warrants to the First Lien Administrative Agent and the First Lien Lenders that all representations and warranties made by such Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects (other than such representations and warranties that are untrue or otherwise inaccurate solely and directly as a result of the Existing Events of Default) on and as of the date of this Amendment to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the First Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Amendment and (ii) nothing in the First Lien Credit Agreement, this Amendment Amendment, the Forbearance Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the First Lien Credit Agreement.

Guarantor Acknowledgement. Any Guarantor, by signing this Amendment: (a) consents and agrees to and acknowledges the terms of this Amendment; (b) acknowledges and agrees that all of the Loan Documents to which Guarantor is a party or otherwise bound shall continue in full force and effect and that all of Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (c) represents and warrants to Agent and Lenders that all representations and warranties made by Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor’s consent to this Amendment is not required under the terms of the Credit Agreement or any other Loan Document or as a matter of law, and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of Guarantor to any future amendments to, modifications of, consents under, or forbearances or waivers with regard to, the Credit Agreement.. [4th Amendment - Royal Hawaiian]

Guarantor Acknowledgement. Any Guarantor, by signing this AmendmentAgreement: (a) consents and agrees to and acknowledges the terms of this AmendmentAgreement; (b) acknowledges and agrees that all of the Loan Documents to which Guarantor is a party or otherwise bound shall continue in full force and effect and that all of Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AmendmentAgreement; (c) represents and warrants to Agent and Lenders that all representations and warranties made by Guarantor and contained in this Amendment Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, Guarantor’s consent to this Amendment Agreement is not required under the terms of the Credit Agreement or any other Loan Document or as a matter of law, and (ii) nothing in the Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of Guarantor to any future amendments to, modifications of, consents under, or forbearances or waivers with regard to, the Credit Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this AmendmentAgreement: (a) consents and agrees to and acknowledges the terms of this AmendmentAgreement; (b) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AmendmentAgreement; (c) represents and warrants to the First Lien Administrative Agent and the First Lien Lenders that all representations and warranties made by such Guarantor and contained in this Amendment Agreement or any other Loan Document to which it is a party are true and correct in all material respects (other than such representations and warranties that are untrue or otherwise inaccurate solely and directly as a result of the Existing Events of Default) on and as of the date of this Amendment Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the First Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Agreement and (ii) nothing in the First Lien Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the First Lien Credit Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this AmendmentAgreement: (a) consents and agrees to and acknowledges the terms of this AmendmentAgreement; (b) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AmendmentAgreement; (c) represents and warrants to the Second Lien Administrative Agent and the Second Lien Lenders that all representations and warranties made by such Guarantor and contained in this Amendment Agreement or any other Loan Document to which it is a party are true and correct in all material respects (other than such representations and warranties that are untrue or otherwise inaccurate solely and directly as a result of the Existing Events of Default) on and as of the date of this Amendment Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the Second Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Agreement and (ii) nothing in the Second Lien Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the Second Lien Credit Agreement.

Guarantor Acknowledgement. Any Guarantor, by signing this Amendment: (a) consents and agrees to and acknowledges the terms of this Amendment; (b) acknowledges and agrees that all of the Loan Documents to which Guarantor is a party or otherwise bound shall continue in full force and effect and that all of Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (c) represents and warrants to Agent and Lenders that all representations and warranties made by Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor’s consent to this Amendment is not required under the terms of the Credit Agreement or any other Loan Document or as a matter of law, and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of Guarantor to any future amendments to, modifications of, consents under, or forbearances or waivers with regard to, the Credit Agreement.. [7th Amendment – Royal Hawaiian]

Guarantor Acknowledgement. Any Each Guarantor, by signing this AmendmentAgreement: (a) consents and agrees to and acknowledges the terms of this AmendmentAgreement, including, without limitation, the amendment to the First Lien Credit Agreement set forth herein; (b) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s 's obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AmendmentAgreement; (c) represents and warrants to the First Lien Administrative Agent and the First Lien Lenders that all representations and warranties made by such Guarantor and contained in this Amendment Agreement or any other Loan Document to which it is a party are true and correct in all material respects (other than such representations and warranties that are untrue or otherwise inaccurate solely and directly as a result of the Existing Events of Default) on and as of the date of this Amendment Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the First Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Agreement and (ii) nothing in the First Lien Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the First Lien Credit Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this AmendmentAgreement: (a) consents Consents and agrees to and acknowledges the terms of this Amendment;Agreement, including, without limitation, the amendments to the Second Lien Credit Agreement set forth herein. (b) acknowledges Acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or is otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment;Agreement. (c) represents Represents and warrants to the Second Lien Administrative Agent and the Lenders that all representations and warranties made by such Guarantor and contained in this Amendment Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and, in which case they shall be true and correct as of such earlier date (except that the representations and warranties contained in Sections 5.05(a) and (b) of the Second Lien Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Second Lien Credit Agreement, respectively). (d) acknowledges Acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the Second Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Agreement and (ii) nothing in the Second Lien Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the Second Lien Credit Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this Amendment: (a) consents and agrees to and acknowledges the terms of this Amendment; (b) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (c) represents and warrants to the Administrative Agent and the Lenders that all representations and warranties made by such Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment hereof to the same extent as though made on and as of such datethe date hereof, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (iA) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the Credit Agreement or any other Loan Document or as to which such Guarantor is a matter of law, party to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (iiB) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the Credit Agreement.

Guarantor Acknowledgement. Any Guarantor, by signing this Amendment: (a) consents and agrees to and acknowledges the terms of this Amendment; (b) acknowledges and agrees that all of the Loan Documents to which Guarantor is a party or otherwise bound shall continue in full force and effect and that all of Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (c) represents and warrants to Agent and Lenders that all representations and warranties made by Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor’s consent to this Amendment is not required under the terms of the Credit Agreement or any other Loan Document or as a matter of law, and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of Guarantor to any future amendments [2nd Amendment – Crimson Wine Group] to, modifications of, consents under, or forbearances or waivers with regard to, the Credit Agreement.

Guarantor Acknowledgement. Any Guarantor, by signing this Amendment: (a) consents and agrees to and acknowledges the terms of this Amendment; (b) acknowledges and agrees that all of the Loan Documents to which Guarantor is a party or otherwise bound shall continue in full force and effect and that all of Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment; (c) represents and warrants to Agent and Lenders that all representations and warranties made by Guarantor and contained in this Amendment or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; andand [6th Amendment – Royal Hawaiian] (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, Guarantor’s consent to this Amendment is not required under the terms of the Credit Agreement or any other Loan Document or as a matter of law, and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of Guarantor to any future amendments to, modifications of, consents under, or forbearances or waivers with regard to, the Credit Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this AmendmentAgreement: (a) consents Consents and agrees to and acknowledges the terms of this Amendment;Agreement, including, without limitation, the amendments to the Second Lien Credit Agreement set forth herein. (b) acknowledges Acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s 's obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment;Agreement. (c) represents Represents and warrants to the Second Lien Administrative Agent and the Second Lien Lenders that that, after giving effect to the waivers set forth in Section 1 hereof, all representations and warranties made by such Guarantor and contained in this Amendment Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and. (d) acknowledges Acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the Second Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Agreement and (ii) nothing in the Second Lien Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the Second Lien Credit Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this AmendmentAgreement: (a) consents Consents and agrees to and acknowledges the terms of this Amendment;Agreement, including, without limitation, the amendments to the First Lien Credit Agreement set forth herein. (b) acknowledges Acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s 's obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment;Agreement. (c) represents Represents and warrants to the First Lien Administrative Agent and the First Lien Lenders that that, after giving effect to the waivers set forth in Section 1 hereof, all representations and warranties made by such Guarantor and contained in this Amendment Agreement or any other Loan Document to which it is a party are true and correct in all material respects on and as of the date of this Amendment Agreement to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and. (d) acknowledges Acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentAgreement, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the First Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Agreement and (ii) nothing in the First Lien Credit Agreement, this Amendment Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the First Lien Credit Agreement.

Guarantor Acknowledgement. Any Each Guarantor, by signing this AmendmentConsent: (a) consents and agrees to and acknowledges the terms of this AmendmentConsent; (b) acknowledges and agrees that all of the Loan Documents to which such Guarantor is a party or otherwise bound shall continue in full force and effect and that all of such Guarantor’s obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this AmendmentConsent; (c) represents and warrants to the Second Lien Administrative Agent and the Second Lien Lenders that all representations and warranties made by such Guarantor and contained in this Amendment Consent or any other Loan Document to which it is a party are true and correct in all material respects (other than such representations and warranties that are untrue or otherwise inaccurate solely and directly as a result of the Existing Events of Default) on and as of the date of this Amendment Consent to the same extent as though made on and as of such date, except to the extent that any thereof expressly relate to an earlier date; and (d) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentConsent, Guarantor’s consent to this Amendment such Guarantor is not required under by the terms of the Second Lien Credit Agreement or any other Loan Document or as to which such Guarantor is a matter party to consent to the terms of law, this Consent and (ii) nothing in the Second Lien Credit Agreement, this Amendment Consent or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to, or modifications of, consents under, or forbearances or waivers with regard to, to the Second Lien Credit Agreement.