Common use of of the Security Agreement Clause in Contracts

of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Guaranty and in Articles VII, VIII and IX of the Second Lien Term Loan Agreement to the same extent that it would have been bound if it had been a signatory to the Second Lien Term Loan Agreement on the execution date of the Second Lien Term Loan Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Indebtedness, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article VII of the Second Lien Term Loan Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Second Lien Term Loan Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Second Lien Term Loan Agreement, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants Agreement and conditions applicable to it set forth in the Guaranty and in Articles VII, VIII and IX of the Second Lien Term Loan Agreement to the same extent that it would have been bound if it had been a signatory to the Second Lien Term Loan Agreement on the execution date of the Second Lien Term Loan Agreement. Without without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the IndebtednessObligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes makes, with respect to itself, each of the representations and warranties and agrees agrees, with respect to itself, to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article VII of the Second Lien Term Loan Agreement. Annexed Attached hereto are supplements to each of the schedules to the Security Agreement and the Second Lien Term Loan Agreement, as applicable, Perfection Certificate with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Second Lien Term Loan Agreement, as applicablePerfection Certificate. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Guaranty and in Articles VII, VIII and IX of the Second Third Lien Term Loan Agreement to the same extent that it would have been bound if it had been a signatory to the Second Third Lien Term Loan Agreement on the execution date of the Second Third Lien Term Loan Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Indebtedness, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article VII of the Second Third Lien Term Loan Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Second Third Lien Term Loan Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Second Third Lien Term Loan Agreement, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Guaranty and in Articles VII, VIII and IX of the Second Lien Term Loan Agreement Indenture to the same extent that it would have been bound if it had been a signatory to the Second Lien Term Loan Agreement Indenture on the execution date of the Second Lien Term Loan AgreementIndenture. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the IndebtednessSecured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article VII of the Second Lien Term Loan Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Second Lien Term Loan Agreement, as applicable, Perfection Certificate with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security This Joinder Agreement or the Second Lien Term Loan Agreement, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS AGREEMENT SHALL BE GOVERNED BYDelivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. Section 112 of the Indenture is incorporated herein, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITHmutatis mutandis, THE LAW OF THE STATE OF NEW YORK.as if a part hereof. [Signature page follows]

of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Guaranty Articles V, VI and in Articles VII, VIII and IX VII of the Second Lien Term Loan Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Second Lien Term Loan Credit Agreement on the execution date of the Second Lien Term Loan Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative AgentCollateral Trustee, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the IndebtednessObligations, a Lien on and security secu- rity interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article VII III of the Second Lien Term Loan Credit Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Second Lien Term Loan Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Second Lien Term Loan Credit Agreement, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants Agreement and conditions applicable to it set forth in the Guaranty and in Articles VII, VIII and IX of the Second Lien Term Loan Agreement to the same extent that it would have been bound if it had been a signatory to the Second Lien Term Loan Agreement on the execution date of the Second Lien Term Loan Agreement. Without without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the IndebtednessSecured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article VII of the Second Lien Term Loan Agreement. Annexed Attached hereto are supplements to each of the schedules to the Security Agreement and the Second Lien Term Loan Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Second Lien Term Loan Agreement, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Guaranty Articles V, VI and in Articles VII, VIII and IX VII of the Second Lien Term Loan Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Second Lien Term Loan Credit Agreement on the execution date of the Second Lien Term Loan Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the IndebtednessObligations, a Lien on and security secu- rity interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article VII III of the Second Lien Term Loan Credit Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Second Lien Term Loan Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Second Lien Term Loan Credit Agreement, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this agreement by telecopy shall be effective as delivery of a manually executed counterpart of this agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Guaranty and in Articles VII, VIII and IX of the Second Lien Term Loan Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Second Lien Term Loan Credit Agreement on the execution date of the Second Lien Term Loan Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Indebtedness, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article VII of the Second Lien Term Loan Credit Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Second Lien Term Loan Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Second Lien Term Loan Credit Agreement, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor Upon the occurrence and as a Pledgor by all during the continuation of the termsan Event of Default, covenants and conditions set forth in the Security Agreement to Trustee may exercise the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date rights afforded thereto under Article V of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all In addition, (A) if such event is an Event of the termsDefault specified in clause (g), covenants and conditions applicable to it set forth in the Guaranty and in Articles VII(h), VIII and IX of the Second Lien Term Loan Agreement to the same extent that it would have been bound if it had been a signatory to the Second Lien Term Loan Agreement on the execution date of the Second Lien Term Loan Agreement. Without limiting the generality of the foregoing(i) or (j) above, the New Pledgor hereby grants Commitments shall immediately terminate automatically, and pledges to the Administrative AgentLoan hereunder (with accrued interest thereon), as collateral security for the fullBreakage Costs, prompt if any (net of Swap Breakage Gain, if any), Liquidity Breakage (if any) and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Indebtedness, a Lien on and security interest in, all of its right, title and interest in, to and other amounts owing under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article VII of the Second Lien Term this Loan Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Second Lien Term Notes shall immediately become due and payable but without any Prepayment Fee or prepayment penalty and (B) if such event is any other Event of Default, (i) the Senior Facility Agent, if instructed by the Majority Senior Lenders, shall declare the Commitments for the Senior Loans to be terminated, whereupon such Commitments shall immediately terminate, and declare the Senior Loan Agreementhereunder (with accrued interest thereon), as applicableBreakage Costs, with respect if any (net of Swap Breakage Gain, if any), and all other amounts owing under this Loan Agreement and the Notes relating to the New Pledgor. Such supplements shall be deemed Senior Loan but without any Liquidity Breakage, Prepayment Fee or prepayment penalty to be part due and payable, whereupon the same shall immediately become due and payable; and (ii) the Junior Facility Agent, if instructed by the Majority Junior Lenders, shall declare the Commitments for the Junior Loans to be terminated, whereupon such Commitments shall immediately terminate, and declare the Junior Loan hereunder (with accrued interest thereon), Breakage Costs, if any (net of Swap Breakage Gain, if any), and all other amounts owing under this Loan Agreement and the Notes relating to the Junior Loan but without any Liquidity Breakage, 1000301987v14 Exhibit 10.1 Prepayment Fee or prepayment penalty to be due and payable, whereupon the same shall immediately become due and payable. Except as expressly provided above in this Section and in Article V of the Security Agreement or the Second Lien Term Loan Agreement, as applicable. This agreement presentment, demand, protest and all other notices of any amendmentskind are, waiversto the extent permitted by applicable law, consents or supplements hereto may be executed in any number of counterparts and hereby expressly waived by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORKBorrower.

of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Guaranty Articles VI and in Articles VII, VIII and IX VII of the Second Lien Term Loan Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Second Lien Term Loan Credit Agreement on the execution date of the Second Lien Term Loan Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the IndebtednessSecured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article Articles VI and VII of the Second Lien Term Loan Credit Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Second Lien Term Loan Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Second Lien Term Loan Credit Agreement, as applicable. This agreement Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Guaranty Articles V, VI and in Articles VII, VIII and IX VII of the Second Lien Term Loan Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Second Lien Term Loan Credit Agreement on the execution date of the Second Lien Term Loan Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the IndebtednessObligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article VII III of the Second Lien Term Loan Credit Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Second Lien Term Loan Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Second Lien Term Loan Credit Agreement, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this agreement by telecopy shall be effective as delivery of a manually executed counterpart of this agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Guaranty Articles V, VI and in Articles VII, VIII and IX VII of the Second Lien Term Loan Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Second Lien Term Loan Credit Agreement on the execution date of the Second Lien Term Loan Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Administrative Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the IndebtednessObligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly ex- pressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and Article VII III of the Second Lien Term Loan Credit Agreement. Annexed hereto are supplements to each of the schedules to the Security Agreement and the Second Lien Term Loan Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Second Lien Term Loan Credit Agreement, as applicable. This agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.