Common use of Reaffirmation Clause in Contracts

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. (a) Each of the Borrower and each Guarantor identified on the signature pages hereto Reaffirming Parties (collectively, the “Reaffirming Loan Parties”i) hereby acknowledges that it expects receipt of a copy of the Credit Agreement and consents to receive substantial direct and indirect benefits as a result of this the Credit Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and thereby (including the transactions contemplated herebyTransactions) (ii) without limiting its obligations under, and or the provisions of, the Subsidiary Guaranty, hereby confirms its respective guarantees, as applicable, under the Subsidiary Guaranty, (iii) without limiting its obligations under, or the provisions of, the Security Agreement or the Pledge Agreement, hereby confirms its respective assignments, pledges and grants of security interests, as applicable, under the Security Agreement, the Pledge Agreement and each of the other Loan Documents to which it is party, (iv) without limiting its obligations under, or the provisions of, any Loan Document, hereby confirms that the obligations of the Borrower under the Credit Agreement are entitled to the benefits of the guarantees and the security interests set forth or created in the Guarantee Agreement, the Security Agreement, the Pledge Agreement and the other Loan Documents and constitute “Obligations,” “Guaranteed Obligations,” “Secured Obligations” or other similar terms, as applicable, for purposes thereof, (v) hereby agrees that, notwithstanding the effectiveness of this the Credit Agreement and the transactions contemplated herebyTransactions, such guarantees, and pledges and grants of security interests interests, as applicable, shall continue to be in full force and effect and shall accrue continue to apply to the Credit Agreement and to continue to inure to the benefit of the Lenders and the other Secured Parties. Each , (vi) hereby ratifies and confirms its prior grant of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected Liens pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to any Loan Document to which it is partya party remain in full force and effect after giving effect to the Credit Agreement, are not released or reduced, and continue to secure full payment and performance of the obligations under the Credit Agreement and (vii) agrees that the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement and the other Loan Documents to which it is a party are and shall continue to be in full force and effect, are hereby in all respects ratified and confirmed and that the terms and conditions thereof shall remain unchanged except as contemplated by this Agreement (such consents, confirmations and agreements, collectively, the “Reaffirmation”).

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of the Borrower date hereof and each Guarantor identified on the signature pages hereto (collectivelyAmendment Effective Date, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each guarantee of the Loan Documents Guarantied Obligations (as defined in the Guaranty and Security Agreement) and its grant of Liens on the Collateral to secure the Secured Obligations (as defined in the Guaranty and Security Agreement) pursuant to each Security Document to which it is a party, and agrees thatin each case, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be continues in full force and effect and shall accrue extends to the benefit obligations of the Secured PartiesLoan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party. Each Holdings expressly acknowledges the terms of this Amendment and reaffirms, as of the Reaffirming Loan Parties agrees thatdate hereof and on the Amendment Effective Date, neither the modification that its guarantee of the Credit Agreement effected Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and extends to the obligations of the Loan Parties under the Amended Credit Agreement nor subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (ai) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, whether heretofore or hereafter incurred incurred; or (bii) require requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guaranteesguarantees (including in respect of the Incremental Term Loans), pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the benefit of the Secured PartiesParties (including in respect of the Incremental Term Loan Lenders). Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral AgreementAgreement and including the Incremental Term Loan), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. Each of the Borrower and each Guarantor identified on Reaffirming Parties hereby consents to the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Incremental Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, thereby and hereby confirms its respective guarantees, pledges and pledges, grants of security interestsinterests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is partyparty (including the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated herebyIncremental Agreement, such guarantees, pledges and pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and, upon the consummation of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Reaffirming Parties under the 2011 Credit Agreement, as amended, reaffirmed and shall accrue increased pursuant to the benefit of the Secured PartiesIncremental Agreement. Each of the Reaffirming Loan Parties agrees that, neither acknowledges that (i) the modification of the Credit Agreement effected Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement nor are “Lenders” and “Secured Parties” for all purposes under the executionLoan Documents, delivery, performance or effectiveness of this Agreement (aii) impairs the validity, effectiveness or priority of Liens granted Tranche B-3 Term Loans being provided to the Borrower pursuant to any the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan DocumentDocuments and (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (“Borrower Obligations,” as defined in applicable, under the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. (a) Each of the Borrower and each Guarantor identified on the signature pages hereto Reaffirming Parties (collectively, the “Reaffirming Loan Parties”i) hereby acknowledges that it expects consents to receive substantial direct and indirect benefits as a result of this the DIP ABL Credit Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated herebythereby, and (ii) hereby confirms its respective guarantees, pledges and pledges, hypothecs, grants of security interestsinterests and other agreements, as applicable, under each of the Loan Security Documents to which it is party, and (iii) agrees that, that notwithstanding the effectiveness of this the DIP ABL Credit Agreement and the consummation of the transactions contemplated herebythereby, such guarantees, pledges and pledges, hypothecs, grants of security interests and other agreements shall remain continuous and unaffected in accordance with the provisions of the Security Documents, shall continue to be in full force and effect and and, other than in respect of the Security Documents governed by Dutch law (which shall accrue to the benefit of the Secured PartiesAdministrative Agent), shall accrue to the benefit of the Lenders under the DIP ABL Credit Agreement and the obligations secured thereunder will be the obligations defined as such in the Security Documents as those obligations have been amended pursuant to the DIP ABL Credit Agreement and (iv) acknowledges that the pledges and security interests granted by each Domestic Loan Party under each Security Document to which it is a party shall have the priority and rights set forth in DIP Orders. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect ensure compliance by Holdings, and the purposes Borrowers with Section 5.10 of this the DIP ABL Credit Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each similar provision of each Loan Security Document to which it is partyparty and confirms, specifically with respect to the Security Documents governed by Dutch law, that it was their intention and agreement at the moment of the creation of the security rights under such documents, and still is their intention and agreement, with the Administrative Agent that the Security Documents were to secure the Obligations as amended and restated from time to time including by way of an amendment and restatement as effected under the DIP ABL Credit Agreement.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto Guarantor, as issuer, debtor, grantor, pledgor, mortgagor, guarantor or assignor, or in other any other similar capacity in which such Person grants Liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (collectively, the “Reaffirming Loan Parties”i) hereby acknowledges and agrees that it expects to receive substantial direct has reviewed this Amendment, (ii) ratifies and indirect benefits as a result reaffirms all of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated herebyits obligations, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicablecontingent or otherwise, under each of the Loan Transaction Documents (as amended hereby) to which it is partya party (after giving effect hereto), and agrees that(iii) to the extent such Person granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for or otherwise guaranteed the Obligations under or with respect to the Transaction Documents, notwithstanding the effectiveness of this Agreement ratifies and the transactions contemplated hereby, reaffirms such guarantees, pledges guarantee and grants grant of security interests shall continue and Liens and confirms and agrees that such security interests and Liens hereafter secure all of the Obligations (as amended hereby). Each Obligor hereby consents to be this Amendment and acknowledges that this Amendment is a Transaction Document and that each of the other Transaction Documents (as amended hereby) remains in full force and effect and shall accrue to the benefit is hereby ratified and reaffirmed. Except as set forth in Article I above, neither this Amendment nor any prior amendment of any of the Secured Parties. Each Transaction Documents shall be construed or deemed to be a satisfaction, novation, cure, modification, amendment or release of the Reaffirming Loan Parties agrees thatObligations, neither the modification Facility Agreement or any of the Credit Agreement effected pursuant other Transaction Documents or establish a course of conduct with respect to the Agreement nor the executionfuture requests for amendments, delivery, performance modifications or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is partyconsents.

Reaffirmation. The execution and delivery of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders, or constitute a waiver of any provision of the Facility Agreement or any other Loan Document. Each of the Borrower and each Guarantor identified on the signature pages hereto Guarantors signatory hereto, as issuer, debtor, grantor, pledgor, mortgagor, guarantor or assignor, or in other any other similar capacity in which such Person grants Liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (collectively, the “Reaffirming Loan Parties”i) hereby acknowledges and agrees that it expects to receive substantial direct has reviewed this Amendment, (ii) ratifies and indirect benefits as a result reaffirms all of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated herebyits obligations, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicablecontingent or otherwise, under each of the Loan Documents (as amended hereby) to which it is partya party (after giving effect hereto), and agrees that(iii) to the extent such Person granted Liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Obligations under or with respect to the Loan Documents, notwithstanding the effectiveness of this Agreement ratifies and the transactions contemplated hereby, reaffirms such guarantees, pledges guarantee and grants grant of security interests shall continue and Liens and confirms and agrees that such security interests and Liens hereafter secure all of the Obligations. Each of the Borrower and the Guarantors hereby consents to be this Amendment and acknowledges that this Amendment is a Loan Document and that each of the Loan Documents (as amended hereby) remains in full force and effect and shall accrue to the benefit is hereby ratified and reaffirmed. Neither this Amendment nor any prior amendment of the Secured Parties. Each any of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its shall be construed or deemed to be a satisfaction, novation, cure, modification, amendment or release of any obligations under each provision (including the Obligations), the Facility Agreement or any of each the other Loan Document Documents or establish a course of conduct with respect to which it is partyfuture requests for amendments, modifications or consents.

Reaffirmation. Each By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees that, as of the Borrower Effective Date and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects after giving effect to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming , all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby consents agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees(c) each Guarantor agrees that nothing in the Credit Agreement, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and or any other Loan Document that did not require the transactions contemplated hereby, consent of such guarantees, pledges and grants Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of security interests shall continue such Guarantor to be in full force and effect and shall accrue any future modification to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. (a) Each of Parent, the Borrower and each Guarantor of the Subsidiary Guarantors identified on the signature pages hereto (collectively, Parent, the Borrower and such Subsidiary Guarantors (other than the Company Subsidiary Guarantors), the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guaranteesguarantees (including in respect of the 2019 Term A Loans, the 2021 Term D Loans, the 2017 Term E Loans and the Replacement Revolving Credit Facility), pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties. Each Parties (including in respect of the Reaffirming Loan Parties agrees that2019 Term A Lenders, neither the modification of 2021 Term D Lenders, the 2017 Term E Lenders and the Replacement Revolving Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral AgreementFacility Lenders), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. Each The Performance Guarantor hereby acknowledges and agrees to be bound by the provisions of Section 4.5 of the Borrower Credit and each Guarantor identified on the signature pages hereto Security Agreement (collectivelyincluding, without limitation, the “Reaffirming Loan Parties”implementation from time to time of any Benchmark Replacement and any Benchmark Replacement Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that it expects in connection with and after giving effect to receive substantial direct any Benchmark Cessation Changes: (i) its Guaranteed Obligations shall not in any way be novated, discharged or otherwise impaired, and indirect benefits as shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its properties relating to this Agreement Undertaking or any other Transaction Document shall continue, be ratified and the transactions contemplated herebybe affirmed, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be remain in full force and effect and shall accrue not be novated, discharged or otherwise impaired and (iii) the Transaction Documents and its obligations thereunder (contingent or otherwise) shall continue, be ratified and be affirmed and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired. In addition, the Performance Guarantor hereby fully waives any requirements to notify the benefit Performance Guarantor of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification any Benchmark Cessation Changes (except as expressly provided in this Section 17 or in Section 4.5 of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Security Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each In furtherance of the Reaffirming Loan Parties further foregoing, the Performance Guarantor hereby agrees to take any action such actions, execute, acknowledge, and deliver, or cause to be executed, acknowledged and delivered, such further agreements, documents or instruments that may are reasonably necessary or desirable to carry out the intent and purpose of this Section 17 on its behalf. From time to time, the Performance Guarantor shall execute and deliver, or cause to be required executed and delivered, such instruments, agreements, certificates or that is reasonably requested by documents, and take all such actions, as the Administrative Agent to effect may reasonably request for the purposes implementing or effectuating the provisions of this the Section 17 and Section 4.5 of the Credit and Security Agreement, or of renewing, continuing, reaffirming or ratifying the transactions contemplated hereby or rights of the Loan Documents Administrative Agent, the and hereby reaffirms its obligations under each provision of each Loan Document the other Secured Parties with respect to which it is partythe Guaranteed Obligations.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectivelyLoan Party, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms in its respective guarantees, pledges and grants of security interests, as applicable, capacity under each of the Loan Documents to which it is a party (including the capacities of debtor and pledgor, as applicable, and each other similar capacity, if any, in which such Loan Party has granted liens on all or any part of its properties or assets, or otherwise acts as an accommodation party, guarantor, indemnitor or surety with respect to all or any part of the Obligations), hereby (a) expressly reaffirms and assumes (on the same basis as set forth in the Credit Agreement (as amended hereby) and each other Loan Document, in each case, to which it is a party) all of such Loan Party's obligations and liabilities to the Administrative Agent and the Lenders as set forth in the Credit Agreement (as amended hereby) and in each other Loan Document, in each case, to which it is a party, and agrees thatto be bound by and abide by and operate and perform under and pursuant to and comply fully with all of the terms, notwithstanding the effectiveness of this Agreement and the transactions contemplated herebyconditions, such provisions, agreements, representations, undertakings, warranties, guarantees, pledges indemnities and grants of security interests shall continue to be covenants contained in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or each other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is a party, as such obligations and liabilities have been amended by this Amendment, and hereby ratifies, confirms and reaffirms in all respects all obligations and liabilities of such Loan Party under the Loan Documents; (b) to the extent such Loan Party has granted liens on any of its properties or assets pursuant to any of the Loan Documents to secure the prompt and complete payment, performance and/or observance of all or any part of its obligations to the Administrative Agent and the Lenders, and hereby acknowledges, ratifies, confirms and reaffirms such grant of liens, and acknowledges and agrees that all of such liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising obligations under the Loan Documents to which it is a party, as amended, restated, supplemented and otherwise modified and in effect from time to time; and (c) acknowledges and agrees that the Administrative Agent and the Lenders have fully performed all of their respective obligations to the Loan Parties.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that , if and to the extent it expects is a borrower, debtor, grantor, pledgor or guarantor under any of the Loan Documents, or has otherwise granted liens or security interests in any of its property pursuant to receive substantial direct and indirect benefits as a result security for the Obligations or has otherwise acted as accommodation party or guarantor of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interestsObligations pursuant thereto, as applicablethe case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, ; (ii)ratifies and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants reaffirms its grant of security interests shall continue and liens and guarantee under the Loan Documents, as applicable, and confirms and agrees that such security interests, liens and guarantee hereafter secure all of the Obligations as amended hereby; and (iii) ratifies and reaffirms the validity and enforceability of each appointment of the Administrative Agent as its proxy and true and lawful attorney-in-fact under each applicable Loan Document (in each case, in accordance with the terms of such applicable Loan Document) and, as of the date hereof, reappoints the Administrative Agent as its proxy and true and lawful attorney-in-fact in accordance with the terms of and subject to be any limitations contained in each applicable Loan Document, which appointment is IRREVOCABLE and coupled with an interest, for the purposes expressly set forth in the applicable Loan Documents. Each of the Loan Parties hereby consents to this Amendment and acknowledges that, except as amended by this Amendment, each of the Loan Documents remains in full force and effect and shall accrue to is hereby ratified and reaffirmed. Except as specifically amended hereby, the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness execution of this Agreement (a) impairs the validityAmendment shall not operate as a waiver of any right, effectiveness power or priority remedy of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes or Lenders, constitute a waiver of this Agreement, the transactions contemplated hereby or any provision of any of the Loan Documents and hereby reaffirms its obligations under each provision or serve to effect a novation of each Loan Document to which it is partythe Obligations.

Reaffirmation. Each (a) The Borrower (for purposes of the Borrower and each Guarantor identified on the signature pages hereto (collectivelythis Section 7, the “Reaffirming Loan PartiesParty”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement Amendment and the transactions contemplated hereby. Each reference to the Security Agreement in this Section 7 shall refer to the meaning given such term in the Existing Credit Agreement after giving effect to the amendments thereto contemplated hereby. The Reaffirming Loan Party hereby consents further (i) acknowledges that the Secured Obligations (as defined in the Security Agreement) shall include the due and punctual payment of all of the monetary obligations of each Loan Party under or pursuant to this Agreement the Amended Credit Agreement, including all such obligations in respect of the Commitments and all Loans incurred thereunder (including all such obligations incurred during the transactions contemplated herebypendency of any bankruptcy, and hereby insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (ii) confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, (iii) hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties (as defined in the Security Agreement), as security for the payment or performance, as the case may be, in full of the Secured Obligations (as defined in the Security Agreement), a security interest in of its all right, title and interest in, to and under any and all of the Collateral (as defined in the Security Agreement) now owned or at any time hereafter acquired by the Reaffirming Loan Party or in, to or under which the Reaffirming Loan Party now has or at any time hereafter may acquire any right, title or interest and (iv) agrees that, notwithstanding the effectiveness of this Agreement Amendment and the transactions contemplated hereby, such its guarantees, pledges and grants of security interests interests, as applicable, under each of the Loan Documents to which it is party shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant (and shall be determined after giving effect to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral AgreementAmendment), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. (a) Each of the Borrower and each Guarantor identified on the signature pages Loan Parties party hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated herebythereby and, except with respect to any such party that was a party to the Existing Loan Documents but is not a party to the restated and/or amended Loan Documents (and shall cease to be a Loan Party thereunder (the “Released Loan Parties”)), hereby confirms its respective guarantees, pledges and pledges, grants of security interestsinterests and other agreements, as applicable, under each of the Loan Existing Guarantee Agreement (as amended and restated hereby) and the Collateral Documents (in each case, as amended hereby) (collectively, the “Reaffirmed Agreements” and each, a “Reaffirmed Agreement”) to which it is party, party and agrees that, notwithstanding the effectiveness of this Agreement and the consummation of the transactions contemplated herebyhereby (including, without limitation, the amendment and restatement of the Existing Credit Agreement), such guarantees, pledges and pledges, grants of security interests and other agreements of such Loan Parties (other than the Released Loan Parties) shall continue to be in full force and effect and shall accrue to the benefit of the Secured PartiesParties under the Restated Credit Agreement. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties party hereto further agrees to take any action that may be required under any applicable law or that is reasonably requested by the Administrative Agent to effect ensure compliance by the purposes Borrowers with Section 5.10 of this Agreement, the transactions contemplated hereby or the Loan Documents Restated Credit Agreement and hereby reaffirms its obligations under each similar provision of each Loan Document Reaffirmed Agreement to which it is a party.

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of the Borrower date hereof and each Guarantor identified on the signature pages hereto (collectivelyAmendment No. 3 Effective Date, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each guarantee of the Loan Documents Obligations and its grant of Liens on and security interest in the Collateral to secure the Obligations pursuant to each Collateral Document to which it is a party, and agrees thatin each case, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be remains in full force and effect on a continuous basis and shall accrue extends to the benefit obligations of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither under the modification of Loan Documents (including the Credit Agreement effected pursuant as amended by this Amendment) subject to any limitations set out in the Credit Agreement nor (as so amended) and any other Loan Document applicable to that Loan Party. Each Loan Party agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the applicable Loans under the Amended Credit Agreement and that the Obligations under the Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Guarantee and Collateral Agreement and the other Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (ai) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan Document, and such Liens and security interests continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, whether heretofore or hereafter incurred incurred; or (bii) require requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required Liens or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is partysecurity interests.

Reaffirmation. Each of the The Borrower and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interestsSubsidiaries (other than MPM), as applicableguarantors, debtors, grantors, pledgors (including in connection with any negative pledges), assignors, or in other similar capacities in which such parties guarantee the Obligations, grant liens or security interests in their properties or otherwise act as accommodation parties, as the case may be, in any case under the Loan Documents, hereby each ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, affirmative or negative under each of the such existing Loan Documents to which it is partya party and, to the extent such party granted Hens on or security interests in any of its properties pursuant to any such existing Loan Documents as security for the Borrower's obligations under or with respect to the Credit Agreement, each hereby ratifies and reaffirms such grant of liens and security interests and confirms and agrees thatthat such liens and security interests hereafter secure all of the Obligations, notwithstanding in each cue as if each reference in such existing Loan Documents to the effectiveness obligations secured thereby are construed to hereafter mean and refer to such Obligations under the Credit Agreement and other Loan Documents as hereby amended. Each of the foregoing hereby acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and confirmed. The execution of this Agreement shall not operate as a novation, waiver of any right, power or remedy of Lender nor constitute a waiver of any provision of any of the Loan Documents, except as expressly set forth herein and shall be limited to the particular instance expressly set forth. The Borrower and each of the foregoing Persons confirm and agree that the Guaranty and the transactions contemplated herebySecurity Agreement and each and every covenant, condition, obligation, representation (except those representations which relate only to a specific date, which are confirmed as of such guaranteesdate only), pledges warranty and grants of security interests provision set forth therein are, and shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees thatare hereby confirmed, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, reaffirmed and such Liens continue unimpaired with the same priority to secure repayment of ratified in all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is partyrespects.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectivelyCredit Parties as debtor, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interestsaccommodation party or guarantor, as applicablethe case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is partya party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and agrees that, notwithstanding the effectiveness of this Agreement reaffirms such guarantee and the transactions contemplated hereby, such guarantees, pledges and grants grant of security interests shall continue and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Credit Parties hereby consents to be this Fifth Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Fifth Amendment shall accrue to the benefit not operate as a waiver of any right, power or remedy of the Secured Parties. Each Agent or Lenders, constitute a waiver of any provision of any of the Reaffirming Loan Documents or serve to effect a novation of the Obligations. In addition, the Credit Parties agrees thathereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, neither 2013 (as the modification same may be amended, supplemented or otherwise modified from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and Xxxxxxx Consulting, Inc. (“Consultant”), Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Agreement effected Parties, (y) the Credit Parties shall cooperate in good faith with (1) Consultant in connection with the performance by Consultant of its engagement pursuant to the Consulting Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired other consulting arrangement for which Consultant may be engaged by Agent in connection with the same priority Credit Agreement and (2) such other consultant or advisor as may be engaged by Agent in connection with the Credit Agreement and shall provide Consultant or any such other consultant or advisor access to secure repayment of the Credit Parties’ senior management and professionals and (z) all Obligations (as defined expenses incurred by Agent in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that connection with any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may foregoing shall constitute Obligations and shall be required or that is reasonably requested paid by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby Credit Parties (or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is partyCredit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent.

Reaffirmation. Each of Parent, the Borrower and each Guarantor identified on the signature pages entities party hereto as “Subsidiary Guarantors” (collectivelythe “Subsidiary Guarantors” and, together with Parent and the Borrower, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents further (i) acknowledges that the Obligations (as defined in the Guarantee and Collateral Agreement) shall include the due and punctual payment of all of the monetary obligations of each Reaffirming Loan Party under or pursuant to this Agreement the Restated Credit Agreement, including all such obligations in respect of the Commitments and all Loans incurred thereunder (including all such obligations incurred during the transactions contemplated herebypendency of any bankruptcy, and hereby insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (ii) confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, a party and (iii) agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such its guarantees, pledges and grants of security interests interests, as applicable, under each of the Loan Documents to which it is a party shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant (and shall be determined after giving effect to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectivelyCredit Parties as debtor, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interestsaccommodation party or guarantor, as applicablethe case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is partya party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and agrees that, notwithstanding the effectiveness of this Agreement reaffirms such guarantee and the transactions contemplated hereby, such guarantees, pledges and grants grant of security interests shall continue and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Credit Parties hereby consents to be this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Amendment shall accrue not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations. In addition, the Credit Parties hereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, 2013 (the “Consulting Agreement”) by and among, inter alia, Agent and Xxxxxxx Consulting, Inc. (“Consultant”), as a result of the Designated Default, Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Parties, (y) the Credit Parties shall continue to cooperate in good faith with Consultant and provide Consultant access to senior management of the Credit Parties, in each case, pursuant to the benefit of engagement set forth in the Secured Parties. Each of Consulting Agreement and (z) all expenses incurred by Agent pursuant to such Consulting Agreement shall constitute Obligations and shall be paid by the Reaffirming Loan Credit Parties agrees that, neither (or the modification Credit Parties shall reimburse Agent therefor) pursuant to Section 9.5 of the Credit Agreement effected pursuant to (and notwithstanding the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined waiver set forth in the Guarantee and Collateral AgreementSection 2 hereof), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. Each of the Borrower and each Guarantor identified on other Obligor (including those that that become party hereto after the signature pages hereto date hereof), in its respective capacity as a Borrower, debtor, obligor, guarantor, or other similar capacity in which such party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor, hereby acknowledges and agrees to be bound by the provisions of Section 2.22 (collectivelyincluding, without limitation, the “Reaffirming Loan Parties”implementation from time to time of any Benchmark Replacement and any Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that it expects in connection with and after giving effect to receive substantial direct any Benchmark Cessation Changes: (a) its Obligations shall not in any way be novated, discharged or otherwise impaired, and indirect benefits as shall continue, be ratified and be affirmed and shall remain in full force in effect, (b) its grant of a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents guarantee or any other accommodation relating to this Agreement or any other Loan Document shall continue, be ratified and the transactions contemplated herebybe affirmed, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be remain in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees thatnot be novated, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance discharged or effectiveness of this Agreement otherwise impaired and (ac) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under thereunder (contingent or otherwise) shall continue, be ratified and be affirmed and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired. In addition, each provision Obligor hereby fully waives any requirements to notify such Obligor of any Benchmark Cessation Changes (except as expressly provided in Section 2.22). In furtherance of the foregoing, each Obligor hereby (i) appoints Administrative Borrower and the Administrative Borrower hereby accepts such appointment as its agent, attorney-in-fact and representative for purposes of the delivery of any and all documents, instruments, agreements and other materials required to be delivered by any such party and for all other administrative purposes incidental to any of the foregoing provisions of this Section 9.25 and Section 2.22 and (ii) hereby authorizes the Administrative Borrower to take such actions, execute, acknowledge, and deliver, or cause to be executed, acknowledged and delivered, such further agreements, documents or instruments that are reasonably necessary or desirable to carry out the intent and purpose of this Section 9.25 and Section 2.22 on its behalf. From time to time, the Administrative Borrower (both in its individual capacity and in its capacity as agent, agent, attorney-in-fact and representative of each Loan Document other Obligor pursuant to which it is party.the immediately preceding sentence) and the Obligors shall execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of Section 2.22, or of renewing, continuing, reaffirming or ratifying the rights of Administrative Agent and the Lenders with respect to the Obligations. 112

Reaffirmation. Each Loan Party (as defined in the Existing Credit Agreement) party hereto (other than, for the avoidance of doubt, the Parent and Holdings) and the New Parent expressly acknowledges the terms of this Fifth Amendment, Accession and Fee Agreement and reaffirms, as of the Borrower Fifth Amendment Effective Date, that its guarantee of the Obligations under the Guaranty and each Guarantor identified its grant of Liens on the signature pages hereto Collateral to secure the Obligations (collectively, or the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interestsSecured Obligations, as applicable, under defined in the Collateral Documents) pursuant to each of the Loan Documents Collateral Document to which it is a party, and agrees thatin each case, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be is in full force and effect and shall accrue extends to the benefit of Obligations (and the Secured Parties. Each Obligations) of the Reaffirming such Loan Parties agrees thatand New Parent under the Loan Documents, neither the modification of subject to any limitations set out in the Credit Agreement effected pursuant and any other Loan Document applicable to the Agreement nor that Loan Party and New Parent. None of the execution, delivery, performance or effectiveness of this Fifth Amendment, Accession and Fee Agreement nor the modification of the Existing Credit Agreement, in each case effected pursuant hereto (ai) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, Document and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, whether heretofore or hereafter incurred incurred; or (bii) require is intended to or will create a registerable Lien or requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens. Each Loan Party (as defined in the Existing Credit Agreement) party hereto (other than, for the avoidance of doubt, the Parent and Holdings) and New Parent, in respect of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Collateral Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is a party, confirms that at the time of the execution and delivery of such Collateral Documents, it was expressly agreed that the Liens created thereunder were intended to secure the Obligations, as amended, modified, novated, supplemented or restated from time to time. The security under the Collateral Documents as security for the Obligations as amended by this Fifth Amendment, Accession and Fee Agreement is thus hereby confirmed and ratified.

Reaffirmation. Each of the Borrower The Company and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interestsSubsidiaries ------------- (other than MPM), as applicableguarantors, debtors, grantors, pledgors (including in connection with any negative pledges), assignors, or in other similar capacities in which such parties guarantee the Obligations, grant liens or security interests in their properties or otherwise act as accommodation parties, as the case may be, in any case under the Loan Documents, hereby each ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, affirmative or negative ,under each of the such existing Loan Documents to which it is partya party and, to the extent such party granted liens on or security interests in any of its properties pursuant to any such existing Loan Documents as security for the Company's obligations under or with respect to the Credit Agreement, each hereby ratifies and reaffirms such grant of liens and security interests and confirms and agrees thatthat such liens and security interests hereafter secure all of the Obligations, notwithstanding in each case as if each reference in such existing Loan Documents to the effectiveness of this obligations secured thereby are construed to hereafter mean and refer to such Obligations under the Credit Agreement and other Loan Documents as hereby amended. Each of the transactions contemplated hereby, such guarantees, pledges and grants foregoing hereby acknowledges that each of security interests shall continue to be the Loan Documents remains in full force and effect and shall accrue to the benefit of the Secured Partiesis hereby ratified and confirmed. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness The execution of this Agreement shall not operate as a novation, waiver of any right, power or remedy of Lender nor constitute a waiver of any provision of any of the Loan Documents, except as expressly set forth herein and shall be limited to the particular instance expressly set forth. The Company and each of the foregoing Persons confirm and agree that the Guaranty and the Security Agreement and each and every covenant, condition, obligation, representation (a) impairs the validityexcept those representations which relate only to a specific date, effectiveness or priority which are confirmed as of Liens granted pursuant to any Loan Documentsuch date only), warranty and provision set forth therein are, and such Liens shall continue unimpaired with the same priority to secure repayment of be, in full force and effect and are hereby confirmed, reaffirmed and ratified in all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is partyrespects.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectivelyCredit Parties as debtor, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interestsaccommodation party or guarantor, as applicablethe case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is partya party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and agrees that, notwithstanding the effectiveness of this Agreement reaffirms such guarantee and the transactions contemplated hereby, such guarantees, pledges and grants grant of security interests shall continue and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Credit Parties hereby consents to be this Third Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Third Amendment shall accrue to the benefit not operate as a waiver of any right, power or remedy of the Secured Parties. Each Agent or Lenders, constitute a waiver of any provision of any of the Reaffirming Loan Documents or serve to effect a novation of the Obligations. In addition, the Credit Parties agrees thathereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, neither 2013 (as the modification same may be amended, supplemented or otherwise modified from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and Xxxxxxx Consulting, Inc. (“Consultant”), Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Agreement effected Parties, (y) the Credit Parties shall cooperate in good faith with (1) Consultant in connection with the performance by Consultant of its engagement pursuant to the Consulting Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired other consulting arrangement for which Consultant may be engaged by Agent in connection with the same priority Credit Agreement and (2) such other consultant or advisor as may be engaged by Agent in connection with the Credit Agreement and shall provide Consultant or any such other consultant or advisor access to secure repayment of the Credit Parties’ senior management and professionals and (z) all Obligations (as defined expenses incurred by Agent in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that connection with any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may foregoing shall constitute Obligations and shall be required or that is reasonably requested paid by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby Credit Parties (or the Loan Documents Credit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent (and hereby reaffirms its obligations under each provision of each Loan Document to which it is partynotwithstanding the waiver set forth in Section 2 hereof).

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectivelyCredit Parties as debtor, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interestsaccommodation party or guarantor, as applicablethe case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is partya party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and agrees that, notwithstanding the effectiveness of this Agreement reaffirms such guarantee and the transactions contemplated hereby, such guarantees, pledges and grants grant of security interests shall continue and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Credit Parties hereby consents to be this Eleventh Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Eleventh Amendment shall accrue to the benefit not operate as a waiver of any right, power or remedy of the Secured Parties. Each Agent or Lenders, constitute a waiver of any provision of any of the Reaffirming Loan Documents or serve to effect a novation of the Obligations. In addition, the Credit Parties agrees thathereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, neither 2013 (as the modification same may be amended, supplemented or otherwise modified from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and Xxxxxxx Consulting, Inc. (“Consultant”), Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Agreement effected Parties, (y) the Credit Parties shall cooperate in good faith with (1) Consultant in connection with the performance by Consultant of its engagement pursuant to the Consulting Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired other consulting arrangement for which Consultant may be engaged by Agent in connection with the same priority Credit Agreement and (2) such other consultant or advisor as may be engaged by Agent in connection with the Credit Agreement and shall provide Consultant or any such other consultant or advisor access to secure repayment of the Credit Parties’ senior management and professionals and (z) all Obligations (as defined expenses incurred by Agent in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that connection with any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may foregoing shall constitute Obligations and shall be required or that is reasonably requested paid by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby Credit Parties (or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is partyCredit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent.

Reaffirmation. Each By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees and reaffirms that, as of the Borrower Effective Date and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects after giving effect to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming , all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Party hereby consents agrees and reaffirms that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, (b) each Loan Party hereby (i) agrees and reaffirms that, notwithstanding the effectiveness of this Agreement, as of the Effective Date and after giving effect hereto, the Loan Documents continue to be in full force and effect, (ii) agrees and reaffirms that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (iii) affirms and confirms all of its obligations, covenants, agreements and liabilities (whether for payment, performance or otherwise) under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees(c) each Guarantor agrees that nothing in the Credit Agreement, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and or any other Loan Document that did not require the transactions contemplated hereby, consent of such guarantees, pledges and grants Guarantor to any amendment prior to this Agreement shall now be deemed to require the consent of security interests shall continue such Guarantor to be in full force and effect and shall accrue any future modification to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. Each Notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, (i) each of Holdings, the Borrower and each Guarantor identified on of the signature pages Subsidiaries of the Borrower party hereto (collectively, the “Reaffirming Loan Specified Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (aA) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is partya party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms (in the case of the Credit Agreement, as amended hereby) including, for the avoidance of doubt, any Loan Document executed by any Specified Party when such Specified Party was not in good standing in its state of organization or formation and (B) the Collateral Documents do, and all of the Collateral does, and in each case shall continue to, secure the payment of all Secured Obligations on the terms and conditions set forth in the Collateral Documents, and each Specified Party hereby ratifies the security interests granted by it pursuant to the Collateral Documents and, to the extent applicable, each of E-Commerce Exchange, Inc., 1st National Processing, Inc. and iPayment of California, LLC hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the holders of the Secured Obligations a continuing security interest in the Collateral (as defined in the Security Agreement) and the Pledged Collateral (as defined in the Pledge Agreement) in accordance with the terms of the Collateral Documents, and (ii) each Specified Party (other than the Borrower) hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Guaranty and, to the extent applicable, each of E-Commerce Exchange, Inc., 1st National Processing, Inc. and iPayment of California, LLC hereby guarantees the prompt payment of the Obligations in accordance with the terms of the Guaranty.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectivelyCredit Parties as debtor, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interestsaccommodation party or guarantor, as applicablethe case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is partya party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and agrees that, notwithstanding the effectiveness of this Agreement reaffirms such guarantee and the transactions contemplated hereby, such guarantees, pledges and grants grant of security interests shall continue and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Credit Parties hereby consents to be this Second Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Second Amendment shall accrue to the benefit not operate as a waiver of any right, power or remedy of the Secured Parties. Each Agent or Lenders, constitute a waiver of any provision of any of the Reaffirming Loan Documents or serve to effect a novation of the Obligations. In addition, the Credit Parties agrees thathereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, neither 2013 (as the modification same may be amended, supplemented or otherwise modified from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and Xxxxxxx Consulting, Inc. (“Consultant”), Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Agreement effected Parties, (y) the Credit Parties shall cooperate in good faith with (1) Consultant in connection with the performance by Consultant of its engagement pursuant to the Consulting Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired other consulting arrangement for which Consultant may be engaged by Agent in connection with the same priority Credit Agreement and (2) such other consultant or advisor as may be engaged by Agent in connection with the Credit Agreement and shall provide Consultant or any such other consultant or advisor access to secure repayment of the Credit Parties’ senior management and professionals and (z) all Obligations (as defined expenses incurred by Agent in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that connection with any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may foregoing shall constitute Obligations and shall be required or that is reasonably requested paid by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby Credit Parties (or the Loan Documents Credit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent (and hereby reaffirms its obligations under each provision of each Loan Document to which it is partynotwithstanding the waiver set forth in Section 2 hereof).

Reaffirmation. Each (a) To induce the Administrative Agent to enter into this Agreement, each of the Borrower Loan Parties hereby acknowledges and reaffirms its obligations under each Guarantor identified on Loan Document to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the signature pages hereto date hereof (including as amended pursuant to this Agreement) (collectively, the “Reaffirming Loan PartiesReaffirmed Documents”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby). Each Reaffirming Loan Party hereby consents to this Agreement acknowledges and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under agrees that each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests a party or otherwise bound shall continue to be in full force and effect and that all of its obligations thereunder shall accrue not be impaired or limited by the execution or effectiveness of this Agreement. In furtherance of the foregoing Section 5(a), each Guarantor, in its capacity as a Guarantor under the respective Guaranty (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and conditions of the applicable Guaranty and agrees that the applicable Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Agreement, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Agreement and the Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that its guarantee of the Obligations and each of the Loan 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 not be impaired or limited by the execution or effectiveness of this Agreement, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Agreement) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral Agent and each other Secured Parties. Each Party that there are no rights of the set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Parties agrees that, neither the modification Guarantor to avoid or delay timely performance of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each the Loan Document to which it is partyDocuments.

Reaffirmation. Each Credit Party, as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Person grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Credit Agreement and each other Credit Document to which it is a party, and (ii) to the extent such Person granted liens on or security interests in any of its property pursuant to any Collateral Documents as security for or otherwise guaranteed the Obligations under or with respect to the Credit Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Borrower and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits Obligations as a result of this Agreement and the transactions contemplated amended hereby. Each Reaffirming Loan Credit Party hereby consents to this Agreement Amendment, and acknowledges that the transactions contemplated Credit Agreement, as amended hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be other Credit Document remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall accrue to the benefit not operate as a waiver of any right, power or remedy of the Secured PartiesAgent or Lenders, constitute a waiver of any provision of the Credit Agreement or any other Credit Document or serve to effect a novation of the Obligations. Each of the Reaffirming Loan Parties agrees that, neither undersigned has caused the modification Amendment to be duly executed and delivered as of the date first above written. BORROWER: ADVANCED ENVIRONMENTAL RECYCLING TECHNOLOGIES, INC. By: /s/ Xxx X. Xxxxxx Name: Xxx X. Xxxxxx Title: Chairman and Chief Executive Officer Second Amendment to Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of The parties hereto have caused this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, be duly executed and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (delivered by their duly authorized officers as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative date first set forth above. Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.Lenders:

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party. SECTION 6.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. Each of the Borrower Loan Parties hereby (i) consents to the execution and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result delivery of this Agreement and Amendment; (ii) agrees to be bound hereby; (iii) affirms that, except as expressly provided herein, nothing contained herein shall modify in any respect whatsoever its obligations pursuant to the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants terms of security interests, as applicable, under each any of the Loan Documents to which it such Loan Party is a party, and agrees that, notwithstanding ; (iv) acknowledges that each of the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be Loan Documents remains in full force and effect and shall accrue to is hereby ratified and reaffirmed (as modified by this Amendment) and (v) ratifies and reaffirms the benefit validity and enforceability of each appointment of the Secured Parties. Each Administrative Agent as its proxy and true and lawful attorney-in-fact in certain specified circumstances as expressly provided under each applicable Loan Document (in each case, in accordance with the terms of such applicable Loan Documents) until the Facility Termination Date and, as of the Reaffirming date hereof, reappoints the Administrative Agent as its proxy and true and lawful attorney-in-fact in certain specified circumstances as expressly provided in accordance with the terms of such applicable Loan Parties agrees thatDocuments until the Facility Termination Date, neither which appointment is IRREVOCABLE and coupled with an interest, for the modification purpose of carrying out the provisions of the Credit Agreement effected Loan Documents, as applicable. To the extent any Loan Party has or is hereby granting liens on or security interests in any of its property pursuant to the Security Agreement nor or any other Loan Document as security for the executionObligations, deliveryor otherwise has or is hereby guaranteeing the Obligations under or with respect to the Loan Documents, performance or effectiveness such Loan Party hereby ratifies and reaffirms such guarantee and grant of this Agreement (a) impairs the validitysecurity interests and liens and represents, effectiveness or priority of Liens granted pursuant to any Loan Document, warrants and covenants that such Liens continue unimpaired with the same priority to security interests and liens hereafter secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is partyObligations.

Reaffirmation. Each of By signing this Amendment, each Credit Party hereby confirms that (a) notwithstanding the Borrower and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result effectiveness of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement Amendment and the transactions contemplated hereby, the obligations of such Credit Parties under the Amended Credit Agreement (including with respect to the 2024 Additional Term Loans contemplated by this Agreement) and the other Credit Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents, (ii) constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (iii) each Guarantor hereby confirms and ratifies its respective guarantees, pledges and grants of security interests, continuing unconditional obligations as applicable, Guarantor under each the Credit Agreement as amended hereby with respect to all of the Loan Documents Guaranteed Obligations and (iv) each Credit Document to which it such Credit Party is partya party is, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be be, in full force and effect and is hereby ratified and confirmed in all respects and shall accrue remain in full force and effect according to its terms (in the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification case of the Credit Agreement, as amended hereby) and (b) each 2024 Additional Term Loan Lender shall be a “Secured Creditor” and a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement) for all purposes of the Amended Credit Agreement effected pursuant and the other Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted any Agent by such Person pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Credit Document to which it is partya party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations as increased hereby.

Reaffirmation. Each (a) The Borrower (for purposes of the Borrower and each Guarantor identified on the signature pages hereto (collectivelythis Section 5, the “Reaffirming Loan PartiesParty”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each reference to the Security Agreement in this Section 5 shall refer to the meaning given such term in the Restated Credit Agreement after giving effect to the amendments thereto contemplated hereby. The Reaffirming Loan Party hereby consents further (i) acknowledges that the Secured Obligations (as defined in the Security Agreement) shall include the due and punctual payment of all of the monetary obligations of each Loan Party under or pursuant to this Agreement the Restated Credit Agreement, including all such obligations in respect of the Commitments and all Loans incurred thereunder (including all such obligations incurred during the transactions contemplated herebypendency of any bankruptcy, and hereby insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (ii) confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, (iii) hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties (as defined in the Security Agreement), as security for the payment or performance, as the case may be, in full of the Secured Obligations (as defined in the Security Agreement), a security interest in of its all right, title and interest in, to and under any and all of the Collateral (as defined in the Security Agreement) now owned or at any time hereafter acquired by the Reaffirming Loan Party or in, to or under which the Reaffirming Loan Party now has or at any time hereafter may acquire any right, title or interest and (iv) agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such its guarantees, pledges and grants of security interests interests, as applicable, under each of the Loan Documents to which it is party shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant (and shall be determined after giving effect to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. (a) Each of the Borrower and each Guarantor identified on the signature pages hereto Reaffirming Parties (collectively, the “Reaffirming Loan Parties”i) hereby acknowledges that it expects consents to receive substantial direct and indirect benefits as a result of this the Amendment Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated herebythereby (including any Additional Conversions), and (ii) hereby confirms its respective guaranteesguarantees (in the case of Holdings) and its pledges, pledges and grants of security interestsinterests and other agreements (in the case of all Reaffirming Parties), as applicable, under each of the Loan Security Documents to which it is party, party and (iii) agrees that, that notwithstanding the effectiveness of this the Amendment Agreement and the consummation of the transactions contemplated herebythereby (including any Additional Conversions), such guarantees, pledges and pledges, grants of security interests and other agreements shall continue to be in full force and effect and shall accrue to the benefit of the Secured PartiesLenders under the Amended Credit Agreement. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect ensure compliance by Holdings and the purposes Borrower with Section 5.10 of this the Amended Credit Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each similar provision of each Loan Security Document to which it is partyparty and further agrees that notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby (including any Additional Conversions), such obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the Amended Credit Agreement.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectivelyCredit Parties as debtor, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interestsaccommodation party or guarantor, as applicablethe case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is partya party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and agrees that, notwithstanding the effectiveness of this Agreement reaffirms such guarantee and the transactions contemplated hereby, such guarantees, pledges and grants grant of security interests shall continue and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Credit Parties hereby consents to be this Tenth Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Tenth Amendment shall accrue to the benefit not operate as a waiver of any right, power or remedy of the Secured Parties. Each Agent or Lenders, constitute a waiver of any provision of any of the Reaffirming Loan Documents or serve to effect a novation of the Obligations. In addition, the Credit Parties agrees thathereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, neither 2013 (as the modification same may be amended, supplemented or otherwise modified from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and Xxxxxxx Consulting, Inc. (“Consultant”), Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Agreement effected Parties, (y) the Credit Parties shall cooperate in good faith with (1) Consultant in connection with the performance by Consultant of its engagement pursuant to the Consulting Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired other consulting arrangement for which Consultant may be engaged by Agent in connection with the same priority Credit Agreement and (2) such other consultant or advisor as may be engaged by Agent in connection with the Credit Agreement and shall provide Consultant or any such other consultant or advisor access to secure repayment of the Credit Parties’ senior management and professionals and (z) all Obligations (as defined expenses incurred by Agent in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that connection with any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may foregoing shall constitute Obligations and shall be required or that is reasonably requested paid by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby Credit Parties (or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is partyCredit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent.

Reaffirmation. Each of the Borrower Guarantor hereby (i) represents and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges warrants to Agent and Lenders that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, and performance or effectiveness of this Agreement (a) impairs Reaffirmation are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or Governmental Authority or of any contract or undertaking to which such Guarantor is a party or by which any of the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection properties of such Liens. Each Guarantor may be bound or affected; (ii) consent to the amendment of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested Agreement by the Administrative Amendment; (iii) acknowledge and reaffirm all obligations owing by such Guarantor to Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations Lenders under each provision of each any Loan Document to which it is a party; (iv) agree that each Loan Document to which such Guarantor is a party (including the Guaranty and Security Agreement) is and shall remain in full force and effect; (v) agrees that such Guarantor is guaranteeing Borrowers’ Obligations under (and defined in) the Loan Agreement as the same may be amended, supplemented, modified, or amended and restated from time to time, (vi) agrees that the obligations of such Guarantor under the Guaranty continue to be secured by the security interest granted under the Security Agreement, and (vi) ratifies and confirms its consent to any previous amendments, modifications or supplements to the Loan Agreement. Although each of the undersigned have been informed of the matters set forth in the Loan Agreement and has acknowledged and agreed to same, each of the undersigned understands that Agent and Lenders shall have no obligation to inform any Guarantor of such matters in the future or to seek any Guarantor’s acknowledgement or agreement to future amendments or modifications, and nothing herein shall create such a duty.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto Guarantor, as issuer, debtor, grantor, pledgor, mortgagor, guarantor or assignor, or in other any other similar capacity in which such Person grants Liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (collectively, the “Reaffirming Loan Parties”i) hereby acknowledges and agrees that it expects to receive substantial direct has reviewed this Amendment, (ii) ratifies and indirect benefits as a result reaffirms all of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated herebyits obligations, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicablecontingent or otherwise, under each of the Loan Transaction Documents (as amended hereby) to which it is partya party (after giving effect hereto), and agrees that(iii) to the extent such Person granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for or otherwise guaranteed the Obligations under or with respect to the Transaction Documents, notwithstanding the effectiveness of this Agreement ratifies and the transactions contemplated hereby, reaffirms such guarantees, pledges guarantee and grants grant of security interests shall continue and Liens and confirms and agrees that such security interests and Liens hereafter secure all of the Obligations (as amended hereby). Each Obligor hereby consents to be this Amendment and acknowledges that this Amendment is a Transaction Document and that each of the other Transaction Documents (as amended hereby) remains in full force and effect and shall accrue to the benefit is hereby ratified and reaffirmed. Except as set forth in Article I above, neither this Amendment nor any prior amendment of any of the Secured Parties. Each Transaction Documents shall be construed or deemed to be a satisfaction, novation, cure, modification, amendment or release of the Reaffirming Loan Parties agrees thatObligations, neither the modification Facility Agreement or any of the Credit Agreement effected pursuant other Transaction Documents or establish a course of conduct with respect to the Agreement nor the executionfuture requests for amendments, delivery, performance modifications or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liensconsents. Each [The remainder of the Reaffirming Loan Parties further agrees to take any action that may be required or that page is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.intentionally left blank]

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectivelyCredit Parties as debtor, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interestsaccommodation party or guarantor, as applicablethe case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is partya party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and agrees that, notwithstanding the effectiveness of this Agreement reaffirms such guarantee and the transactions contemplated hereby, such guarantees, pledges and grants grant of security interests shall continue and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Credit Parties hereby consents to be this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Amendment shall accrue to the benefit not operate as a waiver of any right, power or remedy of the Secured Parties. Each Agent or Lenders, constitute a waiver of any provision of any of the Reaffirming Loan Documents or serve to effect a novation of the Obligations. In addition, the Credit Parties agrees thathereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, neither 2013 (as the modification same may be amended, supplemented or otherwise modified from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and Xxxxxxx Consulting, Inc. (“Consultant”), Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Agreement effected Parties, (y) the Credit Parties shall cooperate in good faith with (1) Consultant in connection with the performance by Consultant of its engagement pursuant to the Consulting Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired other consulting arrangement for which Consultant may be engaged by Agent in connection with the same priority Credit Agreement and (2) such other consultant or advisor as may be engaged by Agent in connection with the Credit Agreement and shall provide Consultant or any such other consultant or advisor access to secure repayment of the Credit Parties’ senior management and professionals and (z) all Obligations (as defined expenses incurred by Agent in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that connection with any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may foregoing shall constitute Obligations and shall be required or that is reasonably requested paid by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby Credit Parties (or the Loan Documents Credit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent (and hereby reaffirms its obligations under each provision of each Loan Document to which it is partynotwithstanding the waiver set forth in Section 2 hereof).

Reaffirmation. Each Credit Party, as guarantors, debtors, grantors, pledgors (including in connection with any negative pledges), assignors, or in other similar capacities in which such parties guarantee the liabilities and obligations of Borrower, grant liens or security interests in their properties or otherwise act as accommodation parties, as the Borrower case may be, in any case under the Loan Documents, each ratifies and each Guarantor identified on the signature pages hereto reaffirms (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as by signing a result counterpart of this Agreement Amendment or a separate Acknowledgement hereof) all of its payment and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated herebyperformance obligations, and hereby confirms its respective guaranteescontingent or otherwise, pledges and grants of security interests, as applicableaffirmative or negative, under each of the such existing Loan Documents to which it is partya party and, to the extent such party granted liens on or security interests in any of its properties pursuant to any such existing Loan Documents as security for the Borrower’s obligations under or with respect to the Credit Agreement, each hereby ratifies and reaffirms such grant of liens and security interests and confirms and agrees that such liens and security interests continue to secure all of the liabilities and obligations of Borrower owing to Lender. Each of the foregoing hereby acknowledges that each of the Loan Documents remains in fall force and effect and is hereby ratified and confirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of Lender nor constitute a waiver of any provision of any of the Loan Documents, except as expressly set forth herein and shall be limited to the particular instance expressly set forth. The Borrower and each Credit Party confirms and agrees that the Credit Agreement, the Security Agreement and each Loan Document and each and every covenant, condition, obligation, representation (except those representations which relate only to a specific date, which are confirmed as of such date only), warranty and provision set forth therein are, and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be be, in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees thatare hereby confirmed, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, reaffirmed and such Liens continue unimpaired with the same priority to secure repayment of ratified in all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is partyrespects.

Reaffirmation. Each of The Reaffirming Parties, as party to the Borrower and each Guarantor identified on the signature pages hereto (collectivelyCredit Agreement, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement Subsidiary Guaranty, the Security Documents and the transactions contemplated hereby. Each other Loan Documents (in each case, to which such Reaffirming Party is a party) and as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that the Tranche B-1 Term Loan Party hereby consents to this Agreement Lenders, the Tranche B-2 Term Loan Lenders, the Tranche B-3 Term Loan Lenders and the transactions contemplated hereby2018 Revolving Lenders are Lenders and the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans and the 2018 Revolving Loans are Loans, and hereby confirms that all of its respective guaranteesobligations under the Credit Agreement, pledges the Security Documents and grants of security interests, as applicable, under each of the other Loan Documents to which it is party, a party are reaffirmed and agrees that, notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby, such guarantees, pledges and grants of security interests shall continue to be remain in full force and effect on a continuous basis, (ii) ratifies and shall accrue reaffirms (A) each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties. Each of , (B) any guaranties made by it pursuant to the Reaffirming Loan Parties agrees thatSubsidiary Guaranty, neither the modification of the Credit Agreement effected and the other Loan Documents and (C) the validity and enforceability of all of such Liens and security interests heretofore granted, pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired in connection with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this AgreementSubsidiary Guaranty, the transactions contemplated hereby Security Documents or any other Loan Document to Collateral Agent, on behalf and for the benefit of each Secured Party, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, (iii) acknowledges and hereby reaffirms its agrees that the grants of security interests by the Obligors contained in the Security Agreement and any other Security Document shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by each Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans and the 2018 Revolving Loans under the Credit Agreement and are entitled to the benefits of the guarantees and the security interests set forth or created in the Subsidiary Guaranty, the Security Documents and the other Loan Documents. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under each provision of each the Credit Agreement or the other Loan Document Documents, which shall remain in full force and effect, except to which it is partyany extent modified hereby.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectivelyCredit Parties as debtor, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interestsaccommodation party or guarantor, as applicablethe case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is partya party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and agrees that, notwithstanding the effectiveness of this Agreement reaffirms such guarantee and the transactions contemplated hereby, such guarantees, pledges and grants grant of security interests shall continue and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each of the Credit Parties hereby consents to be this Ninth Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Ninth Amendment shall accrue to the benefit not operate as a waiver of any right, power or remedy of the Secured Parties. Each Agent or Lenders, constitute a waiver of any provision of any of the Reaffirming Loan Documents or serve to effect a novation of the Obligations. In addition, the Credit Parties agrees thathereby acknowledge and agree that (x) pursuant to that certain Consulting Services Agreement dated as of July 2, neither 2013 (as the modification same may be amended, supplemented or otherwise modified Ninth Amendment to First Lien Credit Agreement from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and Xxxxxxx Consulting, Inc. (“Consultant”), Agent has engaged Consultant to assist Agent and the Lenders in evaluating, among other things, the current and projected financial performance of the Credit Agreement effected Parties, (y) the Credit Parties shall cooperate in good faith with (1) Consultant in connection with the performance by Consultant of its engagement pursuant to the Consulting Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired other consulting arrangement for which Consultant may be engaged by Agent in connection with the same priority Credit Agreement and (2) such other consultant or advisor as may be engaged by Agent in connection with the Credit Agreement and shall provide Consultant or any such other consultant or advisor access to secure repayment of the Credit Parties’ senior management and professionals and (z) all Obligations (as defined expenses incurred by Agent in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that connection with any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may foregoing shall constitute Obligations and shall be required or that is reasonably requested paid by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby Credit Parties (or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document Credit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent. Ninth Amendment to which it is party.First Lien Credit Agreement

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees, pledges and grants of security interests, as applicableParty, under each of the Loan Documents (in each case, where applicable, as amended and restated or otherwise amended or modified as of the Amendment Effective Date pursuant to this Amendment or otherwise) to which it is a party (including in the capacity of obligor, grantor, mortgagor, pledgor, guarantor, indemnitor and assignor, as applicable, and each other similar capacity, if any, in which such Loan Party has granted Liens on all or any part of the properties or assets of such Loan Party, or otherwise acts as an accommodation party, guarantor, indemnitor or surety with respect to all or any part of the Secured Obligations), hereby (i) acknowledges agrees that the terms and agrees thatprovisions hereof shall not affect in any way any payment, notwithstanding performance, observance or other obligations or liabilities of the effectiveness Loan Parties hereunder or under any of this Agreement the other Loan Documents, all of which obligations and the transactions contemplated hereby, such guarantees, pledges and grants of security interests liabilities shall continue to be remain in full force and effect and extend to the further loans, extensions of credit and other Secured Obligations incurred hereunder and under the Loan Documents, and each of which obligations and liabilities are hereby ratified, confirmed and reaffirmed in all respects, and (ii) acknowledges and agrees that all references in the Credit Agreement to the “Agreement” and all references in the Loan Documents to the “Credit Agreement” shall accrue each refer to the Credit Agreement as amended hereby. Each Loan Party, the Administrative Agent and the Lenders hereby expressly intend that this Amendment shall not in any manner: (a) constitute the refinancing, refunding, payment or extinguishment of the existing Secured Obligations; (b) be deemed to evidence a novation of the outstanding balance of the Secured Obligations; or (c) affect, replace, impair, or extinguish the creation, attachment, perfection or priority of the Liens on the Collateral granted pursuant to any of the Security Documents. Each Loan Party ratifies and reaffirms any and all grants of Liens in the Collateral to the Administrative Agent, for the benefit of the Secured Parties. Each , as security for the Secured Obligations, and each Loan Party acknowledges and confirms that the grant of the Reaffirming Loan Parties agrees thatLiens in the Collateral to the Administrative Agent, neither for the modification benefit of the Secured Parties: (i) represent continuing Liens on all of the Collateral, (ii) secure all of the Secured Obligations, and (iii) represent valid, first-priority Liens on all of the Collateral except to the extent, if any, of Liens permitted under Section 5.9 of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is party.

Reaffirmation. (%3) Each of the Borrower and each Guarantor identified on the signature pages hereto Reaffirming Parties (collectively, the “Reaffirming Loan Parties”i) hereby acknowledges that it expects consents to receive substantial direct and indirect benefits as a result of this the Amendment Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement thereby (including, without limitation, the terms of the Agency Successor Agreement, dated as of July 25, 2014, by and among the Former Administrative Agent, the Administrative Agent and the transactions contemplated herebyBorrower), and (ii) hereby confirms its respective guaranteesguarantees (in the case of Holdings) and its pledges, pledges and grants of security interestsinterests and other agreements (in the case of all Reaffirming Parties), as applicable, under each of the Loan Security Documents and/or the Guaranty and Pledge Agreement to which it is party, party and (iii) agrees that, that notwithstanding the effectiveness of this the Amendment Agreement and the consummation of the transactions contemplated herebythereby, such guarantees, pledges (subject, in the case of pledges of Pledged Stock (as defined in the Collateral Agreement) and Pledged Equity (as defined in the Modified Guarantee and Pledge Agreement) of any entity that is a licensee or registered holding company under the Nevada Gaming Laws, to the prior approval of the Nevada Gaming Authorities), grants of security interests and other agreements shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the Amended Credit Agreement (or, in the case of the Guaranty and Pledge Agreement, the Credit Agreement Holdco Secured PartiesParties (as defined in the Guaranty and Pledge Agreement)). Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect ensure compliance by Holdings and the purposes Borrower with Section 5.10 of this the Amended Credit Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each similar provision of each Loan Security Document and the Guaranty and Pledge Agreement to which it is partyparty and further agrees that notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby, such obligations shall continue to be in full force and effect and shall accrue to the benefit of the Lenders under the Amended Credit Agreement (or, in the case of the Guaranty and Pledge Agreement, the Credit Agreement Holdco Secured Parties (as defined in the Guaranty and Pledge Agreement)).

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectivelyLoan Party, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms in its respective guarantees, pledges and grants of security interests, as applicable, capacity under each of the Loan Documents to which it is a party (including the capacities of debtor and pledgor, as applicable, and each other similar capacity, if any, in which such Loan Party has granted liens on all or any part of its properties or assets, or otherwise acts as an accommodation party, guarantor, indemnitor or surety with respect to all or any part of the Obligations), hereby (a) expressly reaffirms and assumes (on the same basis as set forth in the Credit Agreement (as amended hereby) and each other Loan Document, in each case, to which it is a party) all of such Loan Party’s obligations and liabilities to the Administrative Agent and the Lenders as set forth in the Credit Agreement (as amended hereby) and in each other Loan Document, in each case, to which it is a party, and agrees thatto be bound by and abide by and operate and perform under and pursuant to and comply fully with all of the terms, notwithstanding the effectiveness of this Agreement and the transactions contemplated herebyconditions, such provisions, agreements, representations, undertakings, warranties, guarantees, pledges indemnities and grants of security interests shall continue to be covenants contained in full force and effect and shall accrue to the benefit of the Secured Parties. Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement effected pursuant to the Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as defined in the Guarantee and Collateral Agreement), whether heretofore or hereafter incurred or (b) require that any new filings be made or each other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and hereby reaffirms its obligations under each provision of each Loan Document to which it is a party, as such obligations and liabilities have been amended by this Amendment, and hereby ratifies, confirms and reaffirms in all respects all obligations and liabilities of such Loan Party under the Loan Documents; (b) to the extent such Loan Party has granted liens on any of its properties or assets pursuant to any of the Loan Documents to secure the prompt and complete payment, performance and/or observance of all or any part of its obligations to the Administrative Agent and the Lenders, hereby acknowledges, ratifies, confirms and reaffirms such grant of liens, and acknowledges and agrees that all of such liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising obligations under the Loan Documents to which it is a party, as amended, restated, supplemented and otherwise modified and in effect from time to time; and (c) acknowledges and agrees that the Administrative Agent and the Lenders have fully performed all of their respective obligations to the Loan Parties.