Common use of Acknowledgment and Consent Clause in Contracts

Acknowledgment and Consent. 5.1 Holdings has (i) 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 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. The Credit Support Party hereby confirms that each 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, 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 Agreement) under the Pledge and Security Agreement, 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 Agreement in respect of the Obligations of Company now or hereafter 5.3 The Credit Support Party acknowledges and agrees that any of the 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. The Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, and the 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 Third Amendment 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. 5.4 The Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Holdings 4.1 Each of Subsidiary Loan Parties of Borrower has (i) guaranteed 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. 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS"obligations. 5.2 The Credit Support 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. The Credit Support Each Subsidiary Loan Party hereby confirms that each Credit Support 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 Credit Support Security 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 AgreementDocuments) under the Pledge and Security AgreementDocuments, 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 Agreement Documents in respect of the Obligations of Company Borrower now or hereafterhereafter 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). 5.3 The Credit Support 4.3 Each Subsidiary Loan Party acknowledges and agrees that any of the Credit Support 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. The Credit Support Each Subsidiary Loan Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendmenthereby, and the Credit Support 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 Third Amendment Closing 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. 5.4 The Credit Support 4.4 Each Subsidiary Loan Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Subsidiary Loan Party is not required by the terms of the Credit Agreement or any other Credit 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 Credit Loan Document shall be deemed to require the consent of such Credit Support Subsidiary Loan Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 4.1 Holdings has (i) 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 4.2 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. The Credit Support Party hereby confirms that each 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, 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 Agreement) under the Pledge and Security Agreement, 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 Agreement in respect of the Obligations of Company now or hereafterhereafter existing under or in respect of the Credit Agreement, as amended by 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 Agreement (whether at stated maturity, by acceleration or otherwise). 5.3 4.3 The Credit Support Party acknowledges and agrees that any of the 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. The Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, and the 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 Third First Amendment 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. 5.4 4.4 The Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Holdings 6.1 Each of ▇▇▇▇▇▇ Commercial Aircraft Company and VAC Industries, Inc. has (i) guaranteed 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. Holdings is ▇▇▇▇▇▇ Commercial Aircraft Company and VAC Industries, Inc. are collectively referred to herein as the "CREDIT SUPPORT PARTY"“Credit Support Parties”, and the Credit Agreement and Agreement, the Pledge and Security Agreement, dated as of September 27July 24, 2000, between the Company, each of the grantors party thereto and Fleet National Bank▇▇▇▇▇▇ Commercial Paper Inc., as Collateral Agent (as such may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT"“Pledge and Security Agreement”) are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS"“Credit Support Documents”. 5.2 The 6.2 Each 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”). The Each Credit Support Party hereby confirms that each 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, 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 Agreement) under the Pledge and Security Agreement, 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 Agreement in respect of the Obligations of Company now or hereafterhereafter existing under or in respect of the Amended Agreement, 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 Agreement (whether at stated maturity, by acceleration or otherwise). 5.3 The 6.3 Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, Amended Agreement and the 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 Third Sixth Amendment 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. 5.4 The 6.4 Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Holdings has Certain Subsidiaries of Company have (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Holdings is The Subsidiaries of Company who has guaranteed the Obligations together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTY"“Credit Support Parties”, 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 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 Consent and consents to the amendment of the Credit Agreement and consents effected pursuant to this AmendmentFirst Amendment and Consent. The Each Credit Support Party hereby confirms that each 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, Documents the payment and performance of all Guaranteed Obligations “Obligations” under each of the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security AgreementSupport 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 Guaranteed Obligations “Obligations” under each of the Credit Agreement and Support Documents, as the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security Agreement case may be, in respect of the Obligations of the Company now or hereafter 5.3 The hereafter existing under or in respect of the Credit Agreement 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” under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, First Amendment and Consent and the 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 Third First Amendment Closing 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. 5.4 The . Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this AmendmentFirst Amendment and Consent, such Credit Support Party is not required by the terms of the Credit Agreement or any other Credit 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 Credit Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Holdings has (i) guaranteed Notwithstanding the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 terms 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 The Credit Support Party 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. The Credit Support Party hereby confirms that each 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, the payment and performance of all Guaranteed Obligations under the Credit Agreement and the Secured Obligations (as such term is defined in Section 2.2 hereof), the Pledge and Security Agreement) under the Pledge and Security Agreement, 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 Borrower will automatically be deemed to be in the Pledge and Security Agreement) under the Pledge and Security Agreement in respect of the Obligations of Company now or hereafter 5.3 The Credit Support Party acknowledges and agrees that any of the 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. The Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, and the 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 Third Amendment 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. 5.4 The Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support 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 Credit 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 not the Lender has accelerated the Credit Document shall be deemed to require Facilities (as defined under the consent of such New Credit Support Party to any future amendments to 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. 5.1 Holdings 4.1 Each of the Company and the Guarantors has (i) 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 The Company and the Guarantors are collectively referred to herein as the "CREDIT SUPPORT PARTYCredit Support Parties", 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTSCredit Support Documents". 5.2 The 4.2 Each 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. The Each Credit Support Party hereby confirms that each 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, 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 Agreement) under the Pledge and Security Agreement now or hereafter existing under or in respect of the Credit Agreement, and grants to the Collateral Agent a continuing lien on and security interest in and to all Collateral as collateral security for the case may be, including without limitation the prompt payment and performance in full when due of all such 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 Agreement in respect of the Obligations of Company now (whether at stated maturity, by acceleration or hereafterotherwise). 5.3 The 4.3 Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, Amended Agreement and the 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 Third First Amendment 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. 5.4 The 4.4 Each Credit Support Party Party, other than the Company, acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Each of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings is and each Domestic Subsidiary of Holdings who has guaranteed the Obligations are collectively referred to herein as the "CREDIT SUPPORT PARTYCredit Support Parties", 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTSCredit Support Documents". 5.2 The . 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. The Each Credit Support Party hereby confirms that each 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, Documents the payment and performance of all Guaranteed Obligations "Obligations" under each of the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security AgreementSupport 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 Guaranteed Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security Agreement case may be, in respect of the Obligations of the Company now or hereafter 5.3 The hereafter existing under or in respect of the Credit Agreement 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" under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, Second Amendment and the 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 Third Second Amendment 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. 5.4 The . Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Each of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings is and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTYPARTIES", 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 The . 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. The Each Credit Support Party hereby confirms that each 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, Documents the payment and performance of all Guaranteed Obligations "Obligations" under each of the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security AgreementSupport 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 Guaranteed Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security Agreement case may be, in respect of the Obligations of the Company now or hereafter 5.3 The hereafter existing under or in respect of the Credit Agreement 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" under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, Sixth Amendment and the 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 Third Sixth Amendment 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. 5.4 The . Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Sixth Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Holdings 4.1 Each of Subsidiary Loan Parties of Borrower has (i) guaranteed 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. 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS"obligations. 5.2 The Credit Support 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. The Credit Support Each Subsidiary Loan Party hereby confirms that each Credit Support 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 Credit Support Security 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 AgreementDocuments) under the Pledge and Security AgreementDocuments, 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 Agreement Documents in respect of the Obligations of Company Borrower now or hereafterhereafter 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). 5.3 The Credit Support 4.3 Each Subsidiary Loan Party acknowledges and agrees that any of the Credit Support 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. The Credit Support Each Subsidiary Loan Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendmenthereby, and the Credit Support 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 Third Fourth Amendment Closing 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. 5.4 The Credit Support 4.4 Each Subsidiary Loan Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Subsidiary Loan Party is not required by the terms of the Credit Agreement or any other Credit 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 Credit Loan Document shall be deemed to require the consent of such Credit Support Subsidiary Loan Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Each of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings is and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTYPARTIES", 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 The . 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. The Each Credit Support Party hereby confirms that each 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, Documents the payment and performance of all Guaranteed Obligations "Obligations" under each of the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security AgreementSupport 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 Guaranteed Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security Agreement case may be, in respect of the Obligations of the Company now or hereafter 5.3 The hereafter existing under or in respect of the Credit Agreement 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" under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, Fifth Amendment and the 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 Third Fifth Amendment 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. 5.4 The . Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fifth Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Holdings 4.1 Each of Subsidiary Loan Parties of Borrower has (i) guaranteed 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. 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS"obligations. 5.2 The Credit Support 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. The Credit Support Each Subsidiary Loan Party hereby confirms that each Credit Support 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 Credit Support Security 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 AgreementDocuments) under the Pledge and Security AgreementDocuments, 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 Agreement Documents in respect of the Obligations of Company Borrower now or hereafterhereafter 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). 5.3 The Credit Support 4.3 Each Subsidiary Loan Party acknowledges and agrees that any of the Credit Support 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. The Credit Support Each Subsidiary Loan Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendmenthereby, and the Credit Support 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 Third First Amendment Closing 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. 5.4 The Credit Support 4.4 Each Subsidiary Loan Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Subsidiary Loan Party is not required by the terms of the Credit Agreement or any other Credit 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 Credit Loan Document shall be deemed to require the consent of such Credit Support Subsidiary Loan Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Holdings 4.1 Each of Domestic Subsidiaries of Company has (i) 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 The Domestic Subsidiaries are collectively referred to herein as the "CREDIT SUPPORT PARTYPARTIES", and the Credit Agreement and Agreement, the Pledge and Security Agreement, dated as of September 27December 20, 20002001, between the Company, each of the grantors party thereto and Fleet National Bankthe Bank of Nova Scotia., as Collateral Agent (as such may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 The 4.2 Each 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. The Each Credit Support Party hereby confirms that each 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, 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 Agreement) under the Pledge and Security Agreement, 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 Agreement in respect of the Obligations of Company now or hereafterhereafter 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 Agreement (whether at stated maturity, by acceleration or otherwise). 5.3 The 4.3 Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendmenthereby, and the 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 Third First Amendment Closing 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. 5.4 The 4.4 Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 4.1 Holdings has (i) 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 4.2 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. The Credit Support Party hereby confirms that each 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, 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 Agreement) under the Pledge and Security Agreement, 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 Agreement in respect of the Obligations of Company now or hereafterhereafter existing under or in respect of the Credit Agreement, as amended by 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 Agreement (whether at stated maturity, by acceleration or otherwise). 5.3 4.3 The Credit Support Party acknowledges and agrees that any of the 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. The Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, and the 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 Third Second Amendment 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. 5.4 The Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Each of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings is and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTY"“Credit Support Parties”, 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 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. The Each Credit Support Party hereby confirms that each 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, Documents the payment and performance of all Guaranteed Obligations “Obligations” under each of the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security AgreementSupport 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 Guaranteed Obligations “Obligations” under each of the Credit Agreement and Support Documents, as the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security Agreement case may be, in respect of the Obligations of the Company now or hereafter 5.3 The hereafter existing under or in respect of the Credit Agreement 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” under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, Seventh Amendment and the 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 Third Seventh Amendment Closing 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. 5.4 The . Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Seventh Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Each of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings is and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTYPARTIES", 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 The . 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. The Each Credit Support Party hereby confirms that each 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, Documents the payment and performance of all Guaranteed Obligations "Obligations" under each of the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security AgreementSupport 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 Guaranteed Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security Agreement case may be, in respect of the Obligations of the Company now or hereafter 5.3 The hereafter existing under or in respect of the Credit Agreement 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" under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, Fourth Amendment and the 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 Third Fourth Amendment 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. 5.4 The . Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Fourth Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Each of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings is and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTYPARTIES", 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 The . 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. The Each Credit Support Party hereby confirms that each 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, Documents the payment and performance of all Guaranteed Obligations "Obligations" under each of the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security AgreementSupport 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 Guaranteed Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security Agreement case may be, in respect of the Obligations of the Company now or hereafter 5.3 The hereafter existing under or in respect of the Credit Agreement 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" under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, First Amendment and the 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 Third First Amendment Closing 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. 5.4 The . Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Each of Holdings and each Guarantor Subsidiary has (i) 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 its obligations under Section 7 the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings is and each Guarantor Subsidiary together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTY"“Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 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. The Each Credit Support Party hereby confirms and affirms that each 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, Documents the payment and performance of all Guaranteed Obligations under each of the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security AgreementSupport 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 Guaranteed Obligations under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement as amended by this First Amendment, including any increase thereto, and hereby pledges and assigns to the Secured Obligations 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 Pledge applicable Credit Support Document) as collateral security for the prompt payment and Security Agreement) under the Pledge and Security Agreement performance in respect full when due of the Obligations under each of Company now the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or hereafter 5.3 The otherwise). Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, First Amendment and the 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 Third First Amendment Closing 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. 5.4 The . Each 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 Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Each of Holdings and each Guarantor Subsidiary has (i) 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 its obligations under Section 7 the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings is and each Guarantor Subsidiary together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTY"“Credit Support Parties” (and each Person comprising the Credit Support Parties, individually, a “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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 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. The Each Credit Support Party hereby confirms and affirms that each 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, the payment and performance of all Guaranteed Obligations under the Credit Agreement and the Secured Obligations Documents (as such term is defined in the Pledge and Security Agreement) under case of the Pledge and Security Agreement, as amended by this Second Amendment) the payment and performance of all Obligations under each of the Credit 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 Guaranteed Obligations under each of the Credit Support Documents, as the case may be, in respect of the Obligations of the Company now or hereafter existing under or in respect of the Credit Agreement as amended by this Second Amendment, including any increase thereto, and hereby pledges and assigns to the Secured Obligations 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 Pledge applicable Credit Support Document) as collateral security for the prompt payment and Security Agreement) under the Pledge and Security Agreement performance in respect full when due of the Obligations under each of Company now the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or hereafter 5.3 The otherwise). Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, Second Amendment and the 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 Third Second Amendment Closing 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. 5.4 The . Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement or the Pledge and Security Agreement.

Acknowledgment and Consent. 5.1 Each of Holdings and each Domestic Subsidiary of Holdings (other than Company and certain Permitted Partially-Owned Subsidiaries) has (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its obligations under Section 7 the Credit Agreement and the Collateral Documents subject to the terms and provisions of the Credit Agreement. Each of Holdings is and each Domestic Subsidiary of Holdings who has guaranteed the Obligations together with the Company are collectively referred to herein as the "CREDIT SUPPORT PARTYPARTIES", 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 The . 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. The Each Credit Support Party hereby confirms that each 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, Documents the payment and performance of all Guaranteed Obligations "Obligations" under each of the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security AgreementSupport 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 Guaranteed Obligations "Obligations" under each of the Credit Agreement and Support Documents, as the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security Agreement case may be, in respect of the Obligations of the Company now or hereafter 5.3 The hereafter existing under or in respect of the Credit Agreement 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" under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, Eighth Amendment and the 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 Third Eighth Amendment Closing 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. 5.4 The . Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Eighth Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

Acknowledgment and Consent. 5.1 Holdings has Each of the Company and the Guarantors have (i) guaranteed the Obligations and (ii) created Liens in favor of Lenders on certain Collateral to secure its their obligations under Section 7 the Credit Agreement and the Collateral Documents. Each of the Credit Agreement. Holdings is Company and the Guarantors are collectively referred to herein as the "CREDIT SUPPORT PARTY"“Credit Support Parties”, 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 may be amended, supplemented or modified) (the "PLEDGE AND SECURITY AGREEMENT") Documents are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS". 5.2 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. The Each Credit Support Party hereby confirms that each 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, Documents the payment and performance of all Guaranteed Obligations “Obligations” under each of the Credit Agreement and the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security AgreementSupport 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 Guaranteed Obligations “Obligations” under each of the Credit Agreement and Support Documents, as the Secured Obligations (as such term is defined in the Pledge and Security Agreement) under the Pledge and Security Agreement case may be, in respect of the Obligations of the Company now or hereafter 5.3 The hereafter existing under or in respect of the Credit Agreement, as amended hereby 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” under each of the Credit Support Documents to which it is a party (whether at stated maturity, by acceleration or otherwise). Each Credit Support Party acknowledges and agrees that any of the 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. The Each Credit Support Party represents and warrants that all representations and warranties contained in the Credit Agreement, as amended by this Amendment, Second Amendment and the 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 Third Second Amendment Closing 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. 5.4 The . Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other 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 Credit Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.