Common use of Acknowledgements and Consents Clause in Contracts

Acknowledgements and Consents. Holdings, the Lead Borrower, the Canadian Borrower, the German Borrower, the Administrative Agent, the Converting Lenders, the New Incremental Tranche C Lender, the Euro Term Facility Lender and the Required Lenders party hereto each agree that (i) all Euro Term Loans made (or deemed to be made) pursuant hereto shall constitute Credit Agreement Refinancing Indebtedness with respect to the Initial U.S. Term Loans and that this Restatement Agreement shall constitute a Refinancing Amendment pursuant to and in accordance with Section 2.26 of the Restated Credit Agreement and (ii) all Incremental Tranche C Term Loans made (or deemed to be made) pursuant hereto shall constitute Incremental Term Loans and that this Restatement Agreement shall constitute an Incremental Term Loan Assumption Agreement pursuant to and in accordance with Section 2.22 of the Restated Credit Agreement. Notwithstanding the foregoing, it is acknowledged and agreed that all of the Incremental Tranche C Term Loans made (or deemed to be made) pursuant hereto shall, together with all Tranche C Term Loans existing as of the First Restatement Effective Date, constitute a single Class of Tranche C Term Loans for all purposes in connection with the Restated Credit Agreement. The Converting Lenders, the New Incremental Tranche C Lender, the Euro Term Facility Lender and the Required Lenders party hereto each hereby consent to and expressly authorize the Administrative Agent to enter into any document (including the Mortgage Amendments and other real estate related documents), and to take any actions, in order to give effect to the terms of this Restatement Agreement.

Acknowledgements and Consents. Holdings(a) Each of the Loan Parties acknowledges and agrees that, for the avoidance of doubt: (i) the obligations in respect of the First Amendment Incremental Term Loan, any Revolving Loans funded under the First Amendment Incremental Revolving Commitment and any First Amendment Delayed Draw Term Loans funded under the First Amendment DDTL Commitment constitute (or will constitute when funded) Obligations, Secured Obligations and Guaranteed Obligations, as applicable, and have all the benefits thereof; (ii) the First Amendment Incremental Term Loan shall have all the rights, remedies, privileges and protections under the Loan Documents as are applicable to the Term Loan A; (iii) the First Amendment Incremental Revolving Commitment (and any Revolving Loans funded thereunder) shall have all the rights, remedies, privileges and protections under the Loan Documents as are applicable to the Revolving Commitment (and the Revolving Loans funded thereunder); (iv) the First Amendment DDTL Commitment (and any First Amendment Delayed Draw Term Loans funded thereunder) shall have all the rights, remedies, privileges and protections under the Loan Documents as are applicable to the Closing Date DDTL Commitment (and the Closing Date Delayed Draw Term Loans funded thereunder); and (v) as of the First Amendment Effective Date, after giving effect to the funding of the First Amendment Incremental Term Loan, the Lead Borroweraggregate outstanding principal amount of the Term Loan A is $214,937,500. (b) The parties hereto acknowledge and agree that, for the avoidance of doubt: (i) the First Amendment Incremental Term Loan, the Canadian BorrowerFirst Amendment Incremental Revolving Commitment and the First Amendment DDTL Commitment constitute an “Incremental Term Loan”, an “Incremental Revolving Commitment” and an “Incremental Delayed Draw Term Loan”, respectively, under Section 2.23 of the German BorrowerCredit Agreement and are subject to all provisions of the Credit Agreement and the other Loan Documents; and (ii) to the extent any Incremental Term Lender, Incremental Revolving Lender or Incremental DDTL Lender constitutes an Additional Lender under Section 2.23(b) of the Credit Agreement, this Amendment shall constitute an instrument of joinder as required under Section 2.23(c)(i) of the Credit Agreement; provided that, notwithstanding anything herein to the contrary, the Administrative Agent, the Converting Lenders, the New Incremental Tranche C Lender, the Euro Term Facility Lender Agent and the Required Lenders party hereto each agree that (ihereby waive Section 2.23(a)(i) all Euro Term Loans made (or deemed to be made) pursuant hereto shall constitute Credit Agreement Refinancing Indebtedness with respect to the Initial U.S. Term Loans and that this Restatement Agreement shall constitute a Refinancing First Amendment pursuant to and in accordance with Section 2.26 of the Restated Credit Agreement and (ii) all Incremental Tranche C Term Loans made (or deemed to be made) pursuant hereto shall constitute Incremental Term Loans and that this Restatement Agreement shall constitute an Incremental Term Loan Assumption Agreement pursuant to and in accordance with Section 2.22 of the Restated Credit Agreement. Notwithstanding the foregoingLoan, it is acknowledged and agreed that all of the Incremental Tranche C Term Loans made (or deemed to be made) pursuant hereto shall, together with all Tranche C Term Loans existing as of the First Restatement Effective Date, constitute a single Class of Tranche C Term Loans for all purposes in connection with the Restated Credit Agreement. The Converting Lenders, the New Amendment Incremental Tranche C Lender, the Euro Term Facility Lender Revolving Commitment and the Required Lenders party hereto each hereby consent to and expressly authorize the Administrative Agent to enter into any document (including the Mortgage Amendments and other real estate related documents), and to take any actions, in order to give effect to the terms of this Restatement AgreementFirst Amendment DDTL Commitment.

Acknowledgements and Consents. HoldingsNotwithstanding any provision of the Indenture, from the Lead Borrowerdate of this Supplemental Indenture, but only so long as the Canadian BorrowerPolicy insuring the payments of the principal and interest on the Bonds of the 2012 Second Series shall be outstanding: (a) The Company acknowledges, agrees and consents that all of the German Borrowerrights of the holders of Bonds of the 2012 Second Series under the Indenture shall be exercised by Ambac, the Administrative Agent, the Converting Lenders, the New Incremental Tranche C Lender, the Euro Term Facility Lender and the Required Lenders party hereto each agree except that (i) all Euro Term Loans made (or deemed to interest and principal shall be made) pursuant hereto shall constitute Credit Agreement Refinancing Indebtedness with respect paid to the Initial U.S. Term Loans and that this Restatement Agreement shall constitute a Refinancing Amendment pursuant to and in accordance with Section 2.26 holders of Bonds of the Restated Credit Agreement 2012 Second Series, and (ii) all Incremental Tranche C Term Loans made (or deemed to be made) pursuant hereto shall constitute Incremental Term Loans and that this Restatement Agreement shall constitute an Incremental Term Loan Assumption Agreement pursuant to and in accordance with Section 2.22 only the holders of the Restated Credit Agreement. Notwithstanding the foregoing, it is acknowledged and agreed that all Bonds of the Incremental Tranche C Term Loans made (2012 Second Series may approve an amendment to this Supplemental Indenture or deemed to be made) pursuant hereto shall, together with all Tranche C Term Loans existing as the issuance of any supplemental indenture that extends the maturity of the First Restatement Effective DateBonds of the 2012 Second Series, constitute reduces the rate or extends the time of payment of any interest on the Bonds of the 2012 Second Series, reduces the amount of or extends the time of payment of the principal of the Bonds of the 2012 Second Series or amends this Section 1.03(a). (b) The Company acknowledges, agrees and consents that Ambac is a single Class third party beneficiary to the Indenture and may enforce any right, remedy or claim (i) of Tranche C Term Loans for all purposes a holder of Bonds of the 2012 Second Series conferred, given or granted under the Indenture, or (ii) conferred, given or granted to Ambac under this Supplemental Indenture; provided that nothing in connection with the Restated Credit Agreement. The Converting LendersIndenture expressed or implied is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the holders of the Bonds of the 2012 Second Series, the New Incremental Tranche C LenderCompany, the Euro Term Facility Lender Trustee and, as provided in this Section 1.03, Ambac, any right, remedy or claim under or by reason of the Indenture or any covenant, condition or stipulation in the Indenture. (c) The Company will permit Ambac to discuss with appropriate officers of the Company the affairs and finances of the Company and any reasonable information regarding the lien of the Indenture on the properties of the Company and the Required Lenders party hereto each hereby accounts of the Company related thereto as Ambac may reasonably request, subject to any restrictions or limitations imposed on the Company by federal or state laws. (d) The Company agrees that it will not amend or modify, and will not consent to and expressly authorize any amendment or modification to, this Section 1.03 without the Administrative Agent to enter into any document (including the Mortgage Amendments and other real estate related documents), and to take any actions, in order to give effect to the terms express written consent of this Restatement AgreementAmbac.