Common use of Reaffirmation Clause in Contracts

Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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.

Reaffirmation. Each The parties hereto confirm that this Agreement is not intended, nor shall it be deemed or construed, to effect a novation of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or indebtedness under the Credit Agreement or to terminate or release any liens, security interests in its propertyor contractual or legal rights securing all or any part of such indebtedness. Furthermore, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Reaffirming Parties hereby: (a) consents to this Agreement and the transactions contemplated hereby and hereby confirms its guarantees, pledges, grants of security interests, acknowledgments, obligations and consents under the Collateral Agreement and the other Security Documents and the other Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that notwithstanding the effectiveness of this Agreement and the consummation of the transactions contemplated hereby, such guarantees, pledges, grants of security interests, liens acknowledgments, obligations and consents shall be, and continue to be, in full force and effect except as expressly set forth herein, (b) ratifies the Security Documents and the other similar rights Loan Documents to which it is a party, (c) confirms that all of the Liens and security interests created and arising under the Security Documents to which it is a party remain in full force and effect notwithstanding on a continuous basis, unimpaired, uninterrupted and undischarged, and having the effectiveness of this Amendment to secure all of same perfected status and priority as collateral security for the Obligations arising under or pursuant as existed prior to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents giving effect to this Amendment and acknowledges Agreement, (d) agrees that each of the Loan representations and warranties made by each Reaffirming Party in the Security Documents remains to which it is a party is true and correct as to it in full force all material respects on and as of the date hereof (except to the extent any such representation or warranty expressly relates to a prior date, in which case such representation or warranty was true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such prior date), and (e) agrees that it shall take any action reasonably requested by the Administrative Agent in order to confirm or effect and is hereby ratified and reaffirmed. The execution the intent of this Amendment shall 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 ObligationsAgreement.

Reaffirmation. Each of the Loan Parties Obligor, as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party Person grants liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor party or guarantor, as the case may be, in each case, pursuant to any Loan Document, hereby (ia) acknowledgesconfirms, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents Agreement and each other Loan Document to which it is a party (after giving effect hereto), (b) confirms and (ii) agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the extent such Loan Party pledgedEffective Date, granted liens on or security interests all references in (or any other similar rights) any of its property pursuant to any such Loan Document to “the Loan Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Loan Agreement shall mean the Loan Agreement as amended by this Amendment, and (c) confirms and agrees that, to the extent that any Loan Document to which it is party purports to assign or pledge to the Administrative Agent, for the benefit of the Secured Parties, or to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in or Lien on any Collateral as security for the Secured Obligations of the Obligors from time to time existing in respect of the Loan Agreement (as amended hereby) and the other Loan Documents, or otherwise guaranteed the Borrowers’ Secured Obligations under or with respect to the Loan Documents, acknowledgessuch guarantee, ratifies and reaffirms such guarantee and pledge, assignment and/or grant of the security interests interest or Lien is hereby ratified, reaffirmed and liens confirmed in all respects and confirms and agrees that such pledgesguarantee, pledge, assignment and/or grant of the security interestsinterest or Lien hereafter guarantees and secures all of the Secured Obligations as amended hereby. This Amendment does not and shall not affect any of the obligations of the Obligors, liens and other similar rights than as expressly provided herein, including, without limitation, the Obligors’ obligations to repay the Advances in accordance with the terms of Loan Agreement or the obligations of the Obligors under any Loan Document to which they are a party, all of which obligations shall remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and effect. Except as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitationexpressly provided herein, the “Obligations” as such term is defined in the Amended Credit Agreement execution, delivery and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lendersany Lender under any Loan Document, shall not constitute a waiver of any provision of any of the Loan Documents Document, and shall not be construed as a substitution or serve to effect a novation of the ObligationsSecured Obligations which shall remain in full force and effect.

Reaffirmation. Each of the Loan Parties Reaffirming Parties, as debtorparty to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, grantorin each case as amended, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity supplemented or otherwise acts as accommodation party, indemnitor or guarantor, as the case may bemodified from time to time, hereby (i) acknowledges, ratifies acknowledges and reaffirms agrees that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment obligations under the Credit Agreement, the Collateral Documents and performance obligations, contingent or otherwise, under each of the Loan other Credit Documents to which it is a party (after giving effect hereto)) are reaffirmed and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoingon a continuous basis, each Loan Party further agrees (ii) reaffirms (A) that any reference each Lien granted by it to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in Administrative Agent for the Amended Credit Agreement benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the related guarantees and grants of security interests by it contained in such Loan Documents any Collateral Document to which it is a party shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains remain, in full force and effect after giving effect to this Amendment, and is hereby ratified (iv) agrees that the Obligations include, among other things and reaffirmedwithout 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 Term Loans under the Amended Agreement. The execution of Nothing contained in this Amendment shall not operate be construed as a waiver of any right, power substitution 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 Obligationsobligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such 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 liens or of security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantorinterests, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwiseapplicable, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledgedparty, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledgesthat, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees transactions contemplated hereby, such guarantees, pledges and grants of security contained in such Loan Documents interests shall include and extend continue to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains be in full force and effect and is hereby ratified and reaffirmedshall accrue to the benefit of the Secured Parties. The execution 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 Amendment shall not operate 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 a waiver 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 any right, power or remedy 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 Lenders, constitute a waiver of any provision of any of the Loan Documents or serve and hereby reaffirms its obligations under each provision of each Loan Document to effect a novation of the Obligationswhich it is party.

Reaffirmation. (a) Each of the Loan Reaffirming Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledgeshereby acknowledges receipt of a copy of the Credit Agreement and consents to the Credit Agreement and the transactions contemplated thereby (including the Transactions) (ii) without limiting its obligations under, 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 the Credit Agreement and the Transactions, such guarantees, and pledges and grants of security interests, as applicable, shall continue to be in full force and effect and shall continue to apply to the Credit Agreement and to continue to inure to the benefit of the Lenders and the other Secured Parties, (vi) hereby ratifies and reaffirms confirms its prior grant of Liens pursuant to the Loan Documents and that all Obligations constitute valid Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and existing “Obligations” under effect after giving effect to the Amended Credit Agreement (including all of its Agreement, are not released or reduced, and continue to secure full payment and performance obligations, contingent or otherwise, under each 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 (after giving effect hereto)) are and (ii) shall continue to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain be in full force and effect notwithstanding effect, are hereby in all respects ratified and confirmed and that the effectiveness of terms and conditions thereof shall remain unchanged except as contemplated by this Amendment to secure all of the Obligations arising under or pursuant to Agreement (such consents, confirmations and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoingagreements, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitationcollectively, the “Obligations” as such term is defined in Reaffirmation”). (b) Each of the Amended Reaffirming Parties further agrees to take any action required and reasonably requested by the Administrative Agent to ensure compliance by the Borrower with the provisions of Section 6.12 of the Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that reaffirms its obligations under each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any similar provision of any of the each Loan Documents or serve Document to effect which it is a novation of the Obligationsparty.

Reaffirmation. Each of the Loan Parties Obligors, as maker, debtor, grantor, pledgor, guarantorassignor, assignorobligor, or in other any other similar capacity in which such Loan Party it incurs obligations to Lender or grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as properties under any of the case may beLoan Documents, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligationsObligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) and, to the extent such Loan Party pledged, it granted liens on or security interests in (or any other similar rights) any of its property properties pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Credit Agreement and the other Loan Documents, acknowledges, hereby ratifies and reaffirms such guarantee and grant of liens and security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to security interests hereafter secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoingObligations, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, including without limitation, the “Obligations” Obligations arising under the Revolving Credit Facility, as hereby amended, in each case as if each reference in such term is defined in Loan Document to the Amended obligations secured thereby are construed to hereafter mean and refer to such Obligations under the Credit Agreement and (B) that the related guarantees and grants of security contained in such other Loan Documents shall include and extend to such ObligationsDocuments, as hereby amended. Each of the Loan Parties hereby consents to this Amendment and Obligors acknowledges that each of the Loan Documents to which it is a party remains in full force and effect effect, continues to apply to the Obligations, including, but not limited to, the Obligations arising under the Revolving Credit Facility as hereby amended, and is hereby ratified and reaffirmedconfirmed. The execution of this Amendment Agreement shall not operate as a novation, waiver of any right, power or remedy of the Agent or Lenders, 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. Each of Obligors confirms and agrees that the Loan Documents or serve 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 provisions set forth therein are, and shall continue to be, in full force and effect a novation of the Obligationsand are hereby confirmed, reaffirmed and ratified in all respects.

Reaffirmation. Except as modified hereby, all of the terms and provisions of the First Lien ISDA Master Agreement and the other Transaction Documents remain in full force and effect. For the avoidance of doubt, the Fee Letter (including any amendments or supplements) thereto shall remain in full force and effect on and after the Effective Date and the Parties agree, for the avoidance of doubt, that this extension shall not be a “refinancing” and the Monthly Base Fee shall continue to apply. Party B hereby agrees that the amendments and modifications herein contained shall in no manner affect (other than expressly provided herein) or impair the Obligations or the Liens securing the payment and performance thereof. On and after the date hereof, each reference in the First Lien ISDA Master Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the First Lien ISDA Master Agreement, and each reference in each of the other Transaction Documents to “the Intermediation Agreement”, “the First Lien ISDA Master Agreement”, “thereunder”, “thereof” or words of like import referring to the First Lien ISDA Master Agreement, shall mean and be a reference to the First Lien ISDA Master Agreement, as amended by this Amendment. Except as expressly provided herein, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of Party A under the First Lien ISDA Master Agreement or the other Transaction Documents, nor alter, modify, amend or in any way affect any of the obligations or covenants contained in the First Lien ISDA Master Agreement or the other Transaction Documents, all of which are ratified and confirmed in all respects and shall continue in full force and effect. For all purposes of this Amendment, the First Lien ISDA Master Agreement, the other Transaction Documents, and this Amendment shall each constitute a “Transaction Document”. Each of the Loan Parties as debtorParty B, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, Par LLC and McChord Pipeline Co. hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including confirms all of its payment obligations and performance obligations, contingent or otherwise, liabilities under each of the Loan Transaction Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledgedparty, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 Obligationsexpressly modified herein.

Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies The Borrower and reaffirms each Guarantor hereby acknowledges that all Obligations constitute valid it has reviewed the terms and existing “Obligations” under provisions of this Agreement and the Amended Credit Agreement (including all of its payment and performance obligationsconsents to the amendments and modifications effected hereby and thereby. The Borrower and each Guarantor hereby agrees and confirms, contingent or otherwiseboth before and after giving effect to the amendments to the Existing Credit Agreement effected by this Agreement, under each of the Loan Documents to which that it is a party (after giving effect hereto)) to and is bound by the Guaranty and Collateral Agreement as a grantor of collateral under the Guaranty and Collateral Agreement and (iiexcept in the case of the Borrower) to the extent such Loan Party pledgedas a guarantor thereunder, granted liens on or security interests in (or any other similar rights) any by virtue of its property pursuant having been an original signatory thereto, a successor to any such Loan Document as security for an original signatory or otherwise guaranteed the Borrowers’ Obligations under or with respect a signatory to the Loan Documents, acknowledges, ratifies a supplement thereto. The Guaranty and reaffirms such guarantee Collateral Agreement is and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain shall continue to be in full force and effect notwithstanding the effectiveness of this Amendment to secure and is hereby in all of the Obligations arising under or pursuant to respects ratified and as defined in the Amended Credit Agreementconfirmed. Without limiting the generality of the foregoing, each Loan Party further agrees the Guaranty and Collateral Agreement and all of the Collateral described therein do and shall continue to secure the payment of all Obligations under and as defined therein. The Borrower hereby reaffirms its grant of, and hereby grants, a security interest in the Collateral (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Guaranty and Collateral Agreement) to the Administrative Agent for the ratable benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Each Guarantor hereby reaffirms its grant of, and hereby grants, a security interest in the Collateral (as defined in the Guaranty and Collateral Agreement) to the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Guarantied Obligations (as defined in the Guaranty and Collateral Agreement). (ii) Holdings hereby acknowledges that it has reviewed the terms and provisions of this Agreement and the Credit Agreement and (B) consents to the amendments and modifications effected hereby and thereby. Holdings hereby agrees and confirms, both before and after giving effect to the amendments to the Existing Credit Agreement effected by this Agreement, that it is a party to and is bound by the related guarantees Guaranty and grants Pledge Agreement and as a guarantor thereunder, by virtue of security contained in such Loan Documents shall include and extend its having been an original signatory thereto, a successor to such Obligationsan original signatory or a signatory to a supplement thereto. Each of the Loan Parties hereby consents The Guaranty and Pledge Agreement is and shall continue to this Amendment and acknowledges that each of the Loan Documents remains be in full force and effect and is hereby in all respects ratified and reaffirmedconfirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy Without limiting the generality of the Agent or Lendersforegoing, constitute a waiver of any provision of any the Guaranty and Pledge Agreement and all of the Loan Documents or serve Collateral described therein do and shall continue to effect secure the payment of all Guarantied Obligations under and as defined therein. Holdings hereby reaffirms its grant of, and hereby grants, a novation security interest in the Collateral described in the Guaranty and Pledge Agreement to the Administrative Agent for the ratable benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantied Obligations.

Reaffirmation. Each In connection with the execution and delivery of the Loan Parties Amended and Restated Credit Agreement, each Obligor, as borrower, debtor, grantor, mortgagor, pledgor, guarantor, guarantor or assignor, or in other any other similar capacity capacities in which such Loan Party Person grants liens Liens or security interests in its property, proxy rights with respect to its owned or issued equity Property or otherwise acts as an accommodation party, indemnitor party or guarantor, as the case may be, in any case under the Existing Collateral Documents, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment payment, performance and performance obligationsobservance obligations and liabilities, whether contingent or otherwise, under each of the Loan Documents such Existing Collateral Documents, as amended hereby, to which it is a party (after giving effect hereto)) party, and (ii) to the extent such Loan Party pledged, Person granted liens Liens on or security interests in (or any other similar rights) any of its property Property pursuant to any such Loan Existing Collateral Document as security for or otherwise guaranteed the Borrowers’ Obligations Liabilities of such Person under or with respect to the Existing Collateral Documents or any of the other Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, Liens and security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to interests hereafter secure all of the Obligations arising Liabilities of such Person and the other Obligors, as applicable, under or pursuant to the Existing Collateral Documents, as amended hereby, in each case including, without limitation, all additional obligations, indebtedness and liabilities resulting from the Amended and Restated Credit Agreement, and as defined if each reference in such Existing Collateral Documents, as amended hereby, to the obligations, indebtedness and liabilities secured thereby are construed hereafter to mean and refer to such obligations, indebtedness and liabilities under the Amended and Restated Credit Agreement. Without limiting Agreement and the generality of the foregoingother Loan Documents, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall includeincluding, without limitation, the “Obligations” Existing Collateral Documents, as such term is defined in amended hereby. Each Obligor acknowledges receipt of a copy of the Amended and Restated Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include executed and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment delivered in connection therewith and acknowledges that each of the Loan Documents Existing Collateral Documents, as amended hereby, remains in full force and effect and hereby is hereby ratified and reaffirmedconfirmed. The execution and delivery of this Amendment Agreement, and the performance of the Obligors’ obligations hereunder, shall not (i) operate as a waiver of any right, power or remedy of the Agent or the Lenders, (ii) constitute a waiver of any provision of any of the Loan Documents Existing Collateral Documents, or serve to effect (iii) constitute a novation of any of the ObligationsLiabilities or other obligations under the Initial Credit Agreement or the Loan Documents (including, without limitation, the Existing Collateral Documents). Each Obligor agrees that this Agreement constitutes a “Loan Document” under the Amended and Restated Credit Agreement.

Reaffirmation. Each of the Loan Parties Except as debtorspecifically set forth in this Amendment, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights shall remain in full force and effect notwithstanding and are hereby reaffirmed, ratified and confirmed. To the effectiveness extent that any provision of this Amendment to secure all conflicts with any terms or conditions set forth in the Loan Documents, the provisions of this Amendment shall supersede and control. Except as expressly provided herein, the execution and delivery of this Amendment shall not: (i) constitute an extension, modification, or waiver of any aspect of the Obligations arising under Loan Documents or pursuant to and as defined in any right or remedy thereunder; (ii) extend the Amended Credit Agreement. Without limiting the generality terms of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitationor the due date of any of the loans set forth therein; (iii) establish a course of dealing between the Administrative Agent, the “Obligations” as such Issuing Bank and/or the Lenders and the Loan Parties or give rise to any obligation on the part of the Administrative Agent, the Issuing Bank and/or any Lender to extend, modify or waive any term is defined in or condition of the Amended Credit Agreement Loan Documents; or (iv) give rise to any defenses or counterclaims to the Administrative Agent’s, the Issuing Bank’s and/or any Lender’s right to compel payment of any loan or to otherwise enforce its rights and (B) that remedies under the related guarantees and grants of security contained in such Loan Documents shall include and extend to such ObligationsDocuments. Each of the Loan Parties hereby consents to this Amendment restates, acknowledges and acknowledges agrees that each the Secured Obligations are outstanding without claim, offset, counterclaim, defense or affirmative defense of any kind and the Secured Obligations remain the continuing and individual obligations of the Loan Documents remains Parties, until the termination of all Commitments, payment and satisfaction in full force in cash of all Secured Obligations (other than Unliquidated Obligations), and effect and is hereby ratified and reaffirmed. The execution the cash collateralization of this Amendment shall not operate as all Unliquidated Obligations in a waiver of any right, power or remedy of manner satisfactory to the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the ObligationsAdministrative Agent.

Reaffirmation. Each of the Loan Parties The Borrower as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party the Borrower grants liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (ia) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto), (b) acknowledges and confirms that it has no defense, set off, claim or counterclaim against the Administrative Agent or the Lenders with regard to the Obligations and hereby releases and waives any such claims or causes of action that it may have, and (iic) to the extent such Loan Party pledged, the Borrower granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, interests and liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to hereafter secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreementamended hereby. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties The Borrower hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed, in each case, as amended hereby. The Borrower hereby acknowledges and agrees that this Amendment shall constitute a Loan Document. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

Reaffirmation. Each In connection with the execution and delivery of the Loan Parties Amended and Restated Credit Agreement, each Obligor, as borrower, debtor, grantor, mortgagor, pledgor, guarantor, guarantor or assignor, or in other any other similar capacity capacities in which such Loan Party Person grants liens Liens or security interests in its property, proxy rights with respect to its owned or issued equity Property or otherwise acts as an accommodation party, indemnitor party or guarantor, as the case may be, in any case under the Existing Collateral Documents, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment payment, performance and performance obligationsobservance obligations and liabilities, whether contingent or otherwise, under each of the Loan Documents such Existing Collateral Documents, as amended hereby, to which it is a party (after giving effect hereto)) party, and (ii) to the extent such Loan Party pledged, Person granted liens Liens on or security interests in (or any other similar rights) any of its property Property pursuant to any such Loan Document Existing Collateral Documents as security for or otherwise guaranteed the Borrowers’ Obligations Liabilities of such Person under or with respect to the Existing Collateral Documents or any of the other Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, Liens and security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to interests hereafter secure all of the Obligations arising Liabilities of such Person and the other Obligors, as applicable, under or pursuant to the Existing Collateral Documents, as amended hereby, in each case including, without limitation, all additional obligations, indebtedness and liabilities resulting from the Amended and Restated Credit Agreement, and as defined if each reference in such Existing Collateral Documents, as amended hereby, to the obligations, indebtedness and liabilities secured thereby are construed hereafter to mean and refer to such obligations, indebtedness and liabilities under the Amended and Restated Credit Agreement. Without limiting Agreement and the generality of the foregoingother Loan Documents, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall includeincluding, without limitation, the “Obligations” Existing Collateral Documents, as such term is defined in amended hereby. Each Obligor acknowledges receipt of a copy of the Amended and Restated Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include executed and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment delivered in connection therewith and acknowledges that each of the Loan Documents Existing Collateral Documents, as amended hereby, remains in full force and effect and hereby is hereby ratified and reaffirmedconfirmed. The execution and delivery of this Amendment Agreement, and the performance of the Obligors’ obligations hereunder, shall not (i) operate as a waiver of any right, power or remedy of the Agent or the Lenders, (ii) constitute a waiver of any provision of any of the Loan Documents Existing Collateral Documents, or serve to effect (iii) constitute a novation of any of the Obligations.Liabilities or other obligations under the Existing Credit Agreement or the Loan Documents (including, without limitation, the Existing Collateral Documents). Each Obligor agrees that this Agreement constitutes a “Loan Document” under the Amended and Restated Credit Agreement. Master Reaffirmation

Reaffirmation. Each In connection with the execution and delivery of the Loan Parties as debtorthis Amendment, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledgeseach of the undersigned Guarantors (in its capacity as a Guarantor and as a Grantor) (a) hereby consents to this Amendment and the transactions and modifications contemplated thereby, (b) hereby ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, if any, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (iic) to the extent such Loan Party pledged, granted liens on or security interests in (Guarantor guaranteed the Obligations or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentsportion thereof, acknowledges, hereby ratifies and reaffirms such guarantee guaranties and grant (ii) each of security interests the undersigned Loan Parties reaffirms each Lien, if any, it granted pursuant to the Guarantee and liens Collateral Agreement and confirms and agrees that such pledgesthe other Security Documents to the Collateral Agent, security interests, liens and other similar rights remain which shall continue in full force and effect notwithstanding during the effectiveness term of this Amendment the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof, and shall continue to secure all of the Obligations arising under or pursuant Obligations, on and subject to the terms and as defined conditions set forth in the Amended Credit Agreement, the Guarantee and Collateral Agreement and the other Loan Documents. Without limiting the generality foregoing each Grantor hereby confirms that the Guarantee and Collateral Agreement and all other Security Documents, and all Collateral encumbered thereby or pursuant thereto continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the applicable Security Documents, the payment and performance of all Obligations, subject, however, in each case, to the foregoinglimitations set forth herein and therein, each Loan Party further as applicable. Each Guarantor acknowledges and agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains to which it is a party or otherwise bound continue in full force and effect and is hereby ratified that all of its obligations thereunder continue to be valid and reaffirmed. The enforceable, shall not be impaired or limited by the execution or effectiveness of this Amendment shall not operate Amendment. Each Guarantor represents and warrants, as a waiver of any rightto itself only, power or remedy that all representations and warranties contained in the Guarantee and Collateral Agreement are true and correct in all material respects on and as of the Agent or Lenders, constitute a waiver of any provision of any date hereof to the same extent as though made on and as of the Loan Documents or serve date hereof, except to effect a novation the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. For the purposes of this Section 2.2, the terms “Collateral” and “Obligations” shall have the meanings ascribed to such terms in the Guarantee and Collateral Agreement.

Reaffirmation. Each (a) To induce the Lenders and the Administrative Agent to enter into this Amendment No. 1, each of the Loan Parties as debtorhereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, grantorincluding, pledgorwithout limitation, guarantorany grant, assignor, pledge or in other any other similar capacity in which such Loan Party grants liens collateral assignment of a lien or security interests interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to this Amendment No. 1) (collectively, the “Reaffirmed Documents”). Each Borrower acknowledges and agrees that 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 Amendment No. 1. (b) In furtherance of the foregoing Section 7(a), each Loan Party, in its propertycapacity as a Guarantor under any Guaranties to which it is a party (in such capacity, proxy rights with respect each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and conditions of such Guaranties and agrees that such Guaranties remain in full force and effect to its owned or issued equity or otherwise acts as accommodation partythe extent set forth in such Guaranties and after giving effect to this Amendment No. 1, indemnitor or guarantorand is hereby ratified, as reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the case may be, terms of this Amendment No. 1 and the Amended Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) acknowledges, ratifies acknowledges and reaffirms agrees that all Obligations constitute valid its Guaranties and existing “Obligations” under each of the Amended Credit Agreement (including 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 Amendment No. 1, (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 obligations, contingent or otherwise, of all Obligations under each of the Loan Documents to which it is a party (after giving effect hereto)including all such Obligations as amended and/or reaffirmed pursuant to this Amendment No. 1) and (iiiii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each other Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. (c) In furtherance of the foregoing Section 7(b), each of the Loan Parties that is party to any Collateral Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 1 and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Collateral Documents (in each case, to the extent a party thereto) to secure the Obligations (including all such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property Obligations as amended and/or reaffirmed pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms this Amendment No. 1 and agrees that such pledges, security interests, liens and other similar rights interests remain in full force and effect notwithstanding and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the effectiveness of this Amendment to secure all fullest extent possible in accordance with the Collateral Documents, the payment and performance of the Obligations arising under or pursuant to and the Secured Obligations (as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees Collateral Documents) (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” including all such Obligations and Secured Obligations (as such term is defined in the Amended Credit Agreement Collateral Documents) as amended and/or reaffirmed pursuant to this Amendment No. 1, as the case may be, including without limitation the payment and performance of all such applicable Obligations and Secured Obligations (Bas defined in the Collateral Documents) that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, (ii) confirms its respective grant to the related guarantees Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations and Secured Obligations (as defined in the Collateral Documents) (including all such Obligations and Secured Obligations (as defined in the Collateral Documents) as amended and/or reaffirmed pursuant to this Amendment No. 1, subject to the terms contained in the applicable Loan Documents, (iii) confirms its respective pledges, grants of security contained in such Loan Documents shall include interests and extend other obligations, as applicable, under and subject to such Obligations. Each the terms of each of the Collateral Documents to which it is a party. (d) Each Guarantor (other than the Initial Borrower) acknowledges and agrees that (i) such Guarantor is not required by the terms of the Credit Agreement or any other Loan Parties hereby consents Document to consent to this Amendment No. 1 and acknowledges that each (ii) nothing in the Credit Agreement, this Amendment No. 1 or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy terms 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 ObligationsCredit Agreement.

Reaffirmation. Each (a) To induce the Lenders and the Administrative Agent to enter into this Amendment No. 3, each of the Loan Parties as debtorhereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, grantorincluding, pledgorwithout limitation, guarantorany grant, assignor, pledge or in other any other similar capacity in which such Loan Party grants liens collateral assignment of a lien or security interests interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to this Amendment No. 3) (collectively, the “Reaffirmed Documents”). Each Borrower acknowledges and agrees that 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 Amendment No. 3. (b) In furtherance of the foregoing Section 7(a), each Loan Party, in its propertycapacity as a Guarantor under any Guaranties to which it is a party (in such capacity, proxy rights with respect each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and conditions of such Guaranties and agrees that such Guaranties remain in full force and effect to its owned or issued equity or otherwise acts as accommodation partythe extent set forth in such Guaranties and after giving effect to this Amendment No. 3, indemnitor or guarantorand is hereby ratified, as reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the case may be, terms of this Amendment No. 3 and the Amended Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) acknowledges, ratifies acknowledges and reaffirms agrees that all Obligations constitute valid its Guaranties and existing “Obligations” under each of the Amended Credit Agreement (including 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 Amendment No. 3, (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 obligations, contingent or otherwise, of all Obligations under each of the Loan Documents to which it is a party (after giving effect hereto)including all such Obligations as amended and/or reaffirmed pursuant to this Amendment No. 3) and (iiiii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each other Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. (c) In furtherance of the foregoing Section 7(b), each of the Loan Parties that is party to any Collateral Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 3 and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Collateral Documents (in each case, to the extent a party thereto) to secure the Obligations (including all such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property Obligations as amended and/or reaffirmed pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms this Amendment No. 3) and agrees that such pledges, security interests, liens and other similar rights interests remain in full force and effect notwithstanding and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the effectiveness of this Amendment to secure all fullest extent possible in accordance with the Collateral Documents, the payment and performance of the Obligations arising under or pursuant to and the Secured Obligations (as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees Collateral Documents) (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” including all such Obligations and Secured Obligations (as such term is defined in the Amended Credit Agreement Collateral Documents) as amended and/or reaffirmed pursuant to this Amendment No. 3, as the case may be, including without limitation the payment and performance of all such applicable Obligations and Secured Obligations (Bas defined in the Collateral Documents) that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, (ii) confirms its respective grant to the related guarantees Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations and Secured Obligations (as defined in the Collateral Documents) (including all such Obligations and Secured Obligations (as defined in the Collateral Documents) as amended and/or reaffirmed pursuant to this Amendment No. 3, subject to the terms contained in the applicable Loan Documents, (iii) confirms its respective pledges, grants of security contained in such Loan Documents shall include interests and extend other obligations, as applicable, under and subject to such Obligations. Each the terms of each of the Collateral Documents to which it is a party. (d) Each Guarantor (other than the Initial Borrower) acknowledges and agrees that (i) such Guarantor is not required by the terms of the Credit Agreement or any other Loan Parties hereby consents Document to consent to this Amendment No. 3 and acknowledges that each (ii) nothing in the Credit Agreement, this Amendment No. 3 or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy terms 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 ObligationsCredit Agreement.

Reaffirmation. Each of Borrower and each other Obligor (including those that that become party hereto after the Loan Parties date hereof), in its respective capacity as a Borrower, debtor, obligor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in its property, proxy rights with respect or to its owned properties hereunder or issued equity under any other Loan Document, hereby acknowledges and agrees to be bound by the provisions of Section 2.22 (including, without limitation, the 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 acts as accommodation party, indemnitor or guarantor, as the case may be, negatively affecting any obligations heretofore provided) hereby (i) acknowledges, ratifies acknowledges and reaffirms agrees that all Obligations constitute valid in connection with and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)to any Conforming Changes: (a) its Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (iib) to the extent such Loan Party pledgedits grant of a guarantee, granted liens on pledge, assignment or any other accommodation, lien or security interests in (or to its properties relating to this Agreement or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentsshall continue, acknowledgesbe ratified and be affirmed, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights shall remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under and shall not be novated, discharged or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement otherwise impaired and (Bc) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains and its obligations thereunder (contingent or otherwise) shall continue, be ratified and be affirmed and shall remain in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver be novated, discharged or otherwise impaired. In addition, each Obligor hereby fully waives any requirements to notify such Obligor of any right, power or remedy Conforming Changes (except as expressly provided in Section 2.22). In furtherance of the Agent or Lendersforegoing, constitute a waiver each Obligor hereby (i) appoints Administrative Borrower (and Administrative Borrower hereby accepts such appointment) as its agent, attorney-in-fact and representative for purposes of the delivery of any provision of 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 Loan Documents foregoing provisions of this Section 10.26 and Section 2.22 and (ii) hereby authorizes Administrative Borrower to take such actions, execute, acknowledge, and deliver, or serve cause to effect a novation 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 10.26 and Section 2.22 on its behalf. From time to time, Administrative Borrower (both in its individual capacity and in its capacity as agent, agent, attorney-in-fact and representative of each other Obligor pursuant to the Obligationsimmediately 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 other Secured Parties with respect to the Obligations or the Collateral.

Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, pledgor or guarantor or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor party or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, interests and liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to hereafter secure all of the Obligations arising under or pursuant to and as defined amended hereby, in the Amended Credit Agreement. Without limiting the generality of the foregoingeach case, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall includeincluding, without limitation, the “Obligations” all additional obligations, indebtedness and liabilities resulting from this Second Amendment and as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained if each reference in such Loan Documents shall include to the obligations, indebtedness and extend liabilities secured thereby are construed hereafter to mean and refer to such Obligationsobligations, indebtedness and liabilities under the Loan Agreement, as amended or modified by the First Waiver and this Second Amendment, and the other Loan Documents. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect (as amended hereby) and is hereby ratified and reaffirmed. The execution of this Second Amendment shall not operate as a waiver of any right, power or remedy of the Agent Agents or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.Obligations or other obligations under the Loan Agreement or the Loan Documents. #5158897.2 4

Reaffirmation. Each of the Loan Parties as debtorBy its signature set forth below, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan each Credit Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid confirms to the Administrative Agent and existing “Obligations” under the Amended Credit Lenders that, after giving effect to this Agreement (including all of its payment and performance obligationsthe transactions contemplated hereby, contingent or otherwise, under each of the Loan Documents Forbearance Agreement, the Credit Agreement, each Security Document and each other Credit Document to which it such Credit Party is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains continues in full force and effect and is the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles and each Credit Party hereby ratified ratifies and reaffirmedconfirms each such Credit Document. The Except as expressly set forth herein, the execution of this Amendment Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Credit Documents or serve to effect a novation of the Obligations. Each Credit Party (i) acknowledges receipt of a copy of this Agreement and all other agreements, documents and instruments executed and/or delivered in connection herewith, (ii) consents to the terms and conditions of same without prejudice to any Credit Party’s liability pursuant to any of the Credit Documents, (iii) agrees and acknowledges that each of the Credit Documents remains in full force and effect, that such Credit Party’s obligations thereunder are without defense, setoff and counterclaim and that each of the Credit Documents is hereby ratified and confirmed, and (iv) ratifies and reaffirms each waiver of such Credit Party set forth in the Credit Documents to which it is a party. Each Credit Party hereby acknowledges that it has reviewed and consents to the terms and conditions of this Agreement and the transactions contemplated hereby. In addition, each Credit Party reaffirms in all respects the security interests and Liens granted by such Credit Party in and to the Collateral under the terms and conditions of the Collateral Documents to secure the Obligations and agrees that such security interests and Liens remain in full force and effect and are hereby ratified, reaffirmed and confirmed in all respects.

Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor party or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and , (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Borrower’s Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledgessecurity interests and liens hereafter secure all of the Obligations as amended hereby (including pursuant to the Pledge and Security Agreement) and (iii) ratifies and reaffirms the validity and enforceability of the appointment of Administrative Agent as its proxy and attorney-in-fact pursuant to and under each applicable Loan Document and, security interestsas of the date hereof without in any way impairing any previous appointment, liens reappoints Administrative Agent as its proxy and other similar rights attorney-in-fact in accordance with the terms of such applicable Loan Documents, which appointment (w) is IRREVOCABLE (which shall survive the bankruptcy, dissolution or winding up of such Loan Party), (x) shall remain valid and in full force and effect notwithstanding until the effectiveness of this Amendment to secure all repayment in full of the Obligations arising under or pursuant to Obligations, (y) is coupled with an interest, and as defined in (z) is granted for the Amended Credit Agreement. Without limiting purpose of carrying out the generality provisions of the foregoingLoan Documents, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligationsapplicable. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

Reaffirmation. Each of The Co-Issuers and each Guarantor (including those that that become party hereto after the Loan Parties date hereof), in its respective capacity as a Co-Issuer, a Guarantor, debtor, obligor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in its property, proxy rights with respect or to its owned properties hereunder or issued equity under any other Related Document, hereby acknowledges and agrees to be bound by the provisions of Section 3.04 (including, without limitation, the 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 acts as accommodation party, indemnitor or guarantor, as the case may be, negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that in connection with and after giving effect to any Conforming Changes: (i) acknowledgesits obligations shall not in any way be novated, ratifies discharged or otherwise impaired, and reaffirms that all Obligations constitute valid shall continue, be ratified and existing “Obligations” under the Amended Credit Agreement (including all of its payment be affirmed and performance obligationsshall remain in full force in effect, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledgedits grant of a guarantee, granted liens on pledge, assignment or any other accommodation, lien or security interests in (or to its properties relating to this Agreement or any other similar rights) any of its property pursuant to any such Loan Related Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentsshall continue, acknowledgesbe ratified and be affirmed, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights shall remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under and shall not be novated, discharged or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement otherwise impaired and (Biii) that the related guarantees Related Documents and grants of security contained in such Loan Documents its obligations thereunder (contingent or otherwise) shall include continue, be ratified and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment be affirmed and acknowledges that each of the Loan Documents remains shall remain in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate be novated, discharged or otherwise impaired. In addition, the Co-Issuers and each Guarantor hereby fully waives any requirements to notify the Co-Issuers or such Guarantor, as a waiver applicable, of any rightConforming Changes (except as expressly provided in Section 3.04). From time to time, power each Co-Issuer and each Guarantor shall execute and deliver, or remedy cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes of implementing or effectuating the provisions of Section 3.04, or of renewing, continuing, reaffirming or ratifying the rights of the Agent Administrative Agent, and the other Secured Parties with respect to the Co-Issuer’s or Lenders, constitute a waiver of any provision of any of Guarantor’s obligations or the Loan Documents or serve to effect a novation of the ObligationsCollateral.

Reaffirmation. Each of the Loan Parties Borrower and the Guarantor, as issuer, debtor, grantor, pledgor, guarantormortgagor, guarantor or assignor, or in other any other similar capacity in which such Loan Party Person grants liens Liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor party or guarantor, as the case may be, hereby (i) acknowledgesacknowledges and agrees that it has reviewed this Amendment, (ii) ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Transaction Documents (as amended hereby) to which it is a party (after giving effect hereto)) , and (iiiii) to the extent such Loan Party pledged, Person granted liens Liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Transaction Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Transaction Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens Liens and confirms and agrees that such pledges, security interests, liens interests and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to Liens hereafter secure all of the Obligations arising under or pursuant to and (as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligationsamended hereby). Each of the Loan Parties Obligor hereby consents to this Amendment and acknowledges that this Amendment is a Transaction Document and that each of the Loan other Transaction Documents (as amended hereby) remains in full force and effect and is hereby ratified and reaffirmed. The execution of Except as set forth in Article I above, neither this Amendment shall not operate as a waiver of nor any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision prior amendment of any of the Loan Transaction Documents shall be construed or serve deemed to effect be a novation satisfaction, novation, cure, modification, amendment or release of the Obligations, the Facility Agreement or any of the other Transaction Documents or establish a course of conduct with respect to future requests for amendments, modifications or consents.

Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution and delivery of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of the Facility Agreement or any of the other Loan Documents Document or serve to effect a novation of the obligations (including the Obligations). Each of the Borrower and the Guarantors, 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 (i) acknowledges and agrees that it has reviewed this Amendment, (ii) ratifies and reaffirms all of its obligations, contingent or otherwise, under each of the Loan Documents (as amended hereby) to which it is a party (after giving effect hereto), and (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, 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 Obligations (as amended hereby). Each of the Borrower and the Guarantors hereby consents to 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 is hereby ratified and reaffirmed. Neither this Amendment nor any prior amendment of any of the Loan Documents shall be construed or deemed to be a satisfaction, novation, cure, modification, amendment or release of the Obligations, the Facility Agreement or any of the other Loan Documents or establish a course of conduct with respect to future requests for amendments, modifications or consents.

Reaffirmation. Each The Performance Guarantor hereby acknowledges and agrees to be bound by the provisions of Section 4.5 of the Loan Parties as debtorCredit and Security Agreement (including, grantorwithout limitation, pledgorthe implementation from time to time of any Benchmark Replacement and any Benchmark Replacement Conforming Changes in accordance herewith) and, guarantorin furtherance of the forgoing (and without, assignorin any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that in other connection with and after giving effect to any Benchmark Cessation Changes: (i) its Guaranteed Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other similar capacity in which such Loan Party grants liens accommodation, lien or security interests in its property, proxy rights with respect or to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents properties relating to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (this Undertaking or any other similar rights) any of its property pursuant to any such Loan Transaction Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentsshall continue, acknowledgesbe ratified and be affirmed, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights shall remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under and shall not be novated, discharged or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement otherwise impaired and (Biii) that the related guarantees Transaction Documents and grants of security contained in such Loan Documents its obligations thereunder (contingent or otherwise) shall include continue, be ratified and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment be affirmed and acknowledges that each of the Loan Documents remains shall remain in full force and effect and is shall not be novated, discharged or otherwise impaired. In addition, the Performance Guarantor hereby ratified fully waives any requirements to notify the Performance Guarantor of any Benchmark Cessation Changes (except as expressly provided in this Section 17 or in Section 4.5 of the Credit and reaffirmedSecurity Agreement). The execution In furtherance of the foregoing, the Performance Guarantor hereby agrees 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 Amendment Section 17 on its behalf. From time to time, the Performance Guarantor shall not operate execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as a waiver of any right, power the Administrative Agent may reasonably request for the purposes implementing or remedy effectuating the provisions of the Agent or Lenders, constitute a waiver of any provision of any Section 17 and Section 4.5 of the Loan Documents Credit and Security Agreement, or serve to effect a novation of renewing, continuing, reaffirming or ratifying the rights of the Administrative Agent, the and the other Secured Parties with respect to the Guaranteed Obligations.

Reaffirmation. Each of The Co-Issuers and each Guarantor (including those that that become party hereto after the Loan Parties date hereof), in its respective capacity as the Co-Issuers, a Guarantor, debtor, obligor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in its property, proxy rights with respect or to its owned properties hereunder or issued equity under any other Transaction Document, hereby acknowledges and agrees to be bound by the provisions of Section 3.11 (including, without limitation, the 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 acts as accommodation party, indemnitor or guarantor, as the case may be, negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that in connection with and after giving effect to any Conforming Changes: (i) acknowledgesits Obligations shall not in any way be novated, ratifies discharged or otherwise impaired, and reaffirms that all Obligations constitute valid shall continue, be ratified and existing “Obligations” under the Amended Credit Agreement (including all of its payment be affirmed and performance obligationsshall remain in full force in effect, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledgedits grant of a guarantee, granted liens on pledge, assignment or any other accommodation, lien or security interests in (or to its properties relating to this Agreement or any other similar rights) any of its property pursuant to any such Loan Transaction Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentsshall continue, acknowledgesbe ratified and be affirmed, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights shall remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under and shall not be novated, discharged or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement otherwise impaired and (Biii) that the related guarantees Transaction Documents and grants of security contained in such Loan Documents its obligations thereunder (contingent or otherwise) shall include continue, be ratified and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment be affirmed and acknowledges that each of the Loan Documents remains shall remain in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate be novated, discharged or otherwise impaired. In addition, each of the Co-Issuers and each Guarantor hereby fully waives any requirements to notify the Co-Issuers or such Guarantor, as a waiver applicable, of any rightConforming Changes (except as expressly provided in Section 3.11). From time to time, power the Co-Issuers and each Guarantor shall execute and deliver, or remedy 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 Agent provisions of Section 3.11, or Lendersof renewing, constitute a waiver continuing, reaffirming or ratifying the rights of any provision of any of Administrative Agent, and the Loan Documents other Secured Parties with respect to the Co-Issuers’ or serve to effect a novation of Guarantor’s obligations or the ObligationsCollateral.

Reaffirmation. Each Loan Party hereby ratifies and reaffirms as of each Effective Date that its Guarantee under Article IX of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which Credit Agreement (to the extent such Loan Party grants liens is a Guarantor) or its joint and several liability under the Credit Agreement (to the extent such Loan Party is a Borrower), as applicable, and each and every security interests interest and lien granted by it in its property, proxy rights with respect favor of the Secured Parties under the Security Documents to its owned or issued equity which it is a party or otherwise acts as accommodation party, indemnitor bound and all Collateral encumbered thereby will continue to guaranty or guarantorsecure, as the case may be, hereby (i) acknowledgesto the fullest extent possible the payment and performance of all Obligations, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” any other obligations purported to be guaranteed by its Guarantee under Article IX of the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledgedis a Guarantor) or by its joint and several liability under the Credit Agreement (to the extent such Loan Party is a Borrower), granted liens on or security interests in (as applicable, or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed obligations secured under the Borrowers’ Obligations under or with respect to the Loan Security Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall includeincluding, without limitation, the “Obligations” as such term is defined payment and performance of all Obligations in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each respect of the Loan Parties hereby consents to this Amendment and acknowledges that each Obligations of the Borrowers now or hereafter existing under or in respect of the Loan Documents remains (including, without limitation, the obligations of the Borrowers with respect to the Loans). Neither this Agreement nor any other agreement or matter relating hereto shall release, reduce or diminish any Loan Party’s obligations (other than as set forth herein) to the Secured Parties under the Security Documents, the Guarantee or any other Loan Document, or prejudice, alter or in full force any regard adversely affect the rights and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver remedies of any rightSecured Party in respect thereof. SSC hereby acknowledges and confirms that all of its claims against or in connection with any Mortgaged Vessel, power its earnings or remedy insurances or against any Subsidiary Borrower, whether now existing or may at anytime hereafter arising, shall rank and be in all respects subject and subordinate to all of the Agent or Lenders, constitute a waiver of any provision of any Collateral Agent’s rights and claims and all the rights and claims of the Loan Documents or serve to effect a novation of the ObligationsSecured Parties.

Reaffirmation. Each In connection with the execution and delivery of this Amendment, the Borrower and each other Loan Parties Party, as debtordebtors, grantorgrantors, pledgorpledgors, guarantor, assignorguarantors, or in other any other similar capacity capacities in which such Loan Party grants Parties grant liens or security interests in its propertytheir properties, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as in each case under the case may beLoan Documents, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligationsObligations, contingent or otherwise, under each of the Loan Documents Document to which it is a party and all such payment Obligations are without offset, defense (after giving effect hereto)other than payment in full in cash of the Obligations excluding contingent and indemnification obligations for which no claim has been asserted) and or counterclaim of any kind, nature or description whatsoever; (ii) to the extent such Loan Party pledged, granted liens Liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document (including, but not limited to, the Guaranty and Security Agreement) which has not heretofore been released, hereby ratifies, reaffirms, and re-grants such grant of security and confirms that such Liens and security interests continue to secure the Obligations, and hereby acknowledges and agrees that Collateral Agent, on behalf of itself and the Secured Parties, has and shall continue to have valid, enforceable and perfected first priority liens (subject to certain Permitted Liens) upon and security interests in the Collateral (except as security for the result of any act or otherwise guaranteed omission or failure to maintain physical possession of such Collateral by the Borrowers’ Obligations under or with respect to Collateral Agent). Without limiting the Loan Documentsforegoing sentence, each Guarantor hereby acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all guaranty of the Obligations arising under or pursuant to and as defined contained in the Amended Credit Guaranty and Security Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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.

Reaffirmation. Each of the Loan Parties as debtorBy its signature set forth below, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan each Credit Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid confirms to the Administrative Agent and existing “Obligations” under the Amended Credit Lenders that, after giving effect to this Agreement (including all of its payment and performance obligationsthe transactions contemplated hereby, contingent or otherwise, under each of the Loan Documents Forbearance Agreement, the Credit Agreement, each Security Document and each other Credit Document to which it such Credit Party is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains continues in full force and effect and is the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles and each Credit Party hereby ratified ratifies and reaffirmedconfirms each such Credit Document. The Except as expressly set forth herein, the execution of this Amendment Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Credit Documents or serve to effect a novation of the Obligations. Each Credit Party (i) acknowledges receipt of a copy of this Agreement and all other agreements, documents and instruments executed and/or delivered in connection herewith, (ii) consents to the terms and conditions of same without prejudice to any Credit Party’s liability pursuant to any of the Credit Documents, (iii) agrees and acknowledges that each of the Credit Documents remains in full force and effect, that such Credit Party’s obligations thereunder are without defense, setoff and counterclaim and that each of the Credit Documents is hereby ratified and confirmed, and (iv) ratifies and reaffirms each waiver of such Credit Party set forth in the Credit Documents to which it is a party. Each Credit Party hereby acknowledges that it has reviewed and consents to the terms and conditions of this Agreement and the transactions contemplated hereby. In addition, each Credit Party reaffirms in all respects the security interests and Liens granted by such Credit Party in and to the Collateral under the terms and conditions of the Security Documents to secure the Obligations and agrees that such security interests and Liens remain in full force and effect and are hereby ratified, reaffirmed and confirmed in all respects.

Reaffirmation. Each of the Borrower and each Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such 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 liens or of security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantorinterests, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwiseapplicable, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledgedparty, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledgesthat, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees transactions contemplated hereby, such guarantees, pledges and grants of security contained in such Loan Documents interests shall include and extend continue to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains be in full force and effect and is hereby ratified and reaffirmedshall accrue to the benefit of the Secured Parties. The execution 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 Amendment shall not operate as a waiver Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any rightLoan Document, power and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or remedy 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 Lenders, constitute a waiver of any provision of any of the Loan Documents or serve and hereby reaffirms its obligations under each provision of each Loan Document to effect a novation of the Obligationswhich it is party.

Reaffirmation. (a) Each of the Loan Reaffirming Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledgeshereby consents to the Amendment and the transactions contemplated thereby, ratifies (ii) hereby confirms its guarantees, pledges, hypothecs, grants of security interests and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligationsother agreements, contingent or otherwiseas applicable, under each of the Loan Security Documents to which it is a party (after giving effect hereto)) and (iiiii) to agrees that notwithstanding the extent effectiveness of the Amendment and the consummation of the transactions contemplated thereby, such Loan Party pledgedguarantees, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentspledges, acknowledgeshypothecs, ratifies and reaffirms such guarantee and grant grants of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment agreements shall continue to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains be in full force and effect and is hereby ratified shall accrue to the benefit of, as applicable, the Lenders under the Amended Credit Agreement, JPMCB as Administrative Agent and/or collateral agent under the Amended Credit Agreement, or JPMCB as administrative agent and/or collateral agent on behalf of and reaffirmedfor the benefit of itself and the other Secured Parties (as defined in the applicable Loan Documents). The execution of this Amendment shall not operate as a waiver of any right, power or remedy Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent or Lenders, constitute a waiver to ensure compliance by Holdings and the Borrowers with Section 5.10 of any the Amended Credit Agreement and hereby reaffirms its obligations under each similar provision of any each Security Document to which it is party. (b) Each of the Loan Documents or serve Reaffirming Parties party to effect a novation each of the ObligationsSecurity Documents securing the Obligations of the Borrowers hereby confirms and agrees that (i) [the outstanding Term Loans (it being understood that the Dutch Term Loan Obligations are not secured by any Collateral (as defined in the Collateral Agreement) of Holdings, the U.S. Borrower or any Domestic Subsidiary Loan Party) and] Tranche C-3 Credit-Linked Deposits have constituted and continue to constitute Loan Document Obligations (as defined in the Collateral Agreement) and (ii) the Canadian Tranche Revolving Facility Loans, European Tranche Revolving Facility Loans, Swingline Loans and U.S. Tranche Revolving Facility Loans have constituted and continue to constitute Loan Document Obligations (as defined in the Collateral Agreement).

Reaffirmation. Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. In furtherance of the foregoing, each of the Loan Parties party hereto hereby irrevocably and unconditionally ratifies its grant of security interest and pledge under the Guaranty and Security Agreement and each Loan Document and confirms that the liens, security interests and pledges granted thereunder continue to secure the Obligations, including, without limitation, any additional Obligations resulting from or incurred pursuant to this Amendment. Each of the Loan Parties hereto, as debtor, grantor, pledgormortgagor, ▇▇▇▇▇▇▇, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor guarantor, or guarantorindemnitor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests interest and liens and confirms and agrees that such pledgesguarantee includes, and such security interestsinterests and liens hereafter secure, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to as amended hereby. For the avoidance of doubt, (i) the ratification and as defined reaffirmation by the Loan Parties in the Amended Credit Agreement. Without limiting the generality this Section 10 shall not constitute a new grant of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement security interests and (Bii) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each consent of the Loan Parties hereby consents to (other than the Borrower Agent) is not required for this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 ObligationsAmendment.

Reaffirmation. Each of the Loan Parties as debtorBy its signature set forth below, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan each Credit Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid confirms to the Administrative Agent and existing “Obligations” under the Amended Credit Lenders that, after giving effect to this Agreement (including all of its payment and performance obligationsthe transactions contemplated hereby, contingent or otherwise, under each of the Loan Documents Credit Agreement, each Security Document and each other Credit Document to which it such Credit Party is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains continues in full force and effect and is the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles and each Credit Party hereby ratified ratifies and reaffirmedconfirms each such Credit Document. The Except as expressly set forth herein, the execution of this Amendment Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Credit Documents or serve to effect a novation of the Obligations. Each Credit Party (i) acknowledges receipt of a copy of this Agreement and all other agreements, documents and instruments executed and/or delivered in connection herewith, (ii) consents to the terms and conditions of same without prejudice to any Credit Party’s liability pursuant to any of the Credit Documents, (iii) agrees and acknowledges that each of the Credit Documents remains in full force and effect, that such Credit Party’s obligations thereunder are without defense, setoff and counterclaim and that each of the Credit Documents is hereby ratified and confirmed, and (iv) ratifies and reaffirms each waiver of such Credit Party set forth in the Credit Documents to which it is a party. Each Credit Party hereby acknowledges that it has reviewed and consents to the terms and conditions of this Agreement and the transactions contemplated hereby. In addition, each Credit Party reaffirms in all respects the security interests and Liens granted by such Credit Party in and to the Collateral under the terms and conditions of the Collateral Documents to secure the Obligations and agrees that such security interests and Liens remain in full force and effect and are hereby ratified, reaffirmed and confirmed in all respects.

Reaffirmation. Each of the Loan Reaffirming Parties as debtorhereby consents to the Incremental Agreement and the transactions contemplated thereby and hereby confirms its respective guarantees, grantorpledges, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or of security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantorand other obligations, as applicable, under and subject to the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under terms of each of the Amended Credit Agreement Loan Documents to which it is party (including all the Guarantee and Collateral Agreement, as amended by the 2011 Amendment Agreement), and agrees that, notwithstanding the effectiveness of its payment the Incremental Agreement, such guarantees, pledges, grants of security interests and performance other obligations, contingent or otherwise, under and the terms of each of the Loan Documents to which it is a party (after giving effect hereto)) party, are not impaired or affected in any manner whatsoever and (ii) shall continue to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain be in full force and effect notwithstanding and, upon the effectiveness consummation of this Amendment to the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of each of the Obligations arising Reaffirming Parties under or the 2011 Credit Agreement, as amended, reaffirmed and increased pursuant to and as defined in the Amended Credit Incremental Agreement. Without limiting the generality Each of the foregoingReaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, each Loan Party further agrees (Aii) that any reference the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “ObligationsLoans” contained in any Loan Documents shall include, without limitation, and “Incremental Term Loans” and constitute part of the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of for all purposes under the Loan Documents remains in full force and effect (iii) the Obligations under the 2011 Credit Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and is hereby ratified “Borrower Obligations,” as applicable, under the Guarantee and reaffirmed. The execution of this Amendment shall 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 ObligationsCollateral Agreement.

Reaffirmation. Each of the Loan Parties as debtorBy its signature set forth below, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan each Credit Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid confirms to the Administrative Agent and existing “Obligations” under the Amended Credit Lenders that, after giving effect to this Agreement (including all of its payment and performance obligationsthe transactions contemplated hereby, contingent or otherwise, under each of the Loan Documents Forbearance Agreement, the Credit Agreement, each Security Document and each other Credit Document to which it such Credit Party is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains continues in full force and effect and is the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles and each Credit Party hereby ratified ratifies and reaffirmedconfirms each such Credit Document. The Except as expressly set forth herein, the execution of this Amendment Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Credit Documents or serve to effect a novation of the Obligations. Each Credit Party (i) acknowledges receipt of a copy of this Agreement and all other agreements, documents and instruments executed and/or delivered in connection herewith, (ii) consents to the terms and conditions of same without prejudice to any Credit Party’s liability pursuant to any of the Credit Documents, (iii) agrees and acknowledges that each of the Credit Documents remains in full force and effect, that such Credit Party’s obligations thereunder are without defense, setoff and counterclaim and that each of the Credit Documents is hereby ratified and confirmed, and (iv) ratifies and reaffirms each waiver of such Credit Party set forth in the Credit Documents to which it is a party. Each Credit Party hereby acknowledges that it has reviewed and consents to the terms and conditions of this Agreement and the transactions contemplated hereby. In addition, each Credit Party reaffirms in all respects the security interests and Liens granted by such Credit Party in and to the Collateral under the terms and conditions of the Security Documents to secure the Obligations and agrees that such security interests and Liens remain in full force and effect and are hereby ratified, reaffirmed and confirmed in all respects.

Reaffirmation. Each of the Loan Parties Company and the Subsidiaries as issuer, debtor, grantor, pledgor, guarantormortgagor, guarantor or assignor, or in other any other similar capacity in which such Loan Party Person grants liens Liens (as defined in each of the April Purchase Agreement and the Bridge Purchase Agreement) or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor party or guarantor, as the case may be, hereby (i) acknowledgesacknowledges and agrees that it has reviewed this Agreement, (ii) ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents Buyer Transaction Documents, including the Notes (as amended hereby), to which it is a party (after giving effect hereto)) , and (iiiii) to the extent such Loan Party pledged, Person granted liens Liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan of the Buyer Transaction Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Buyer Transaction Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens Liens and confirms and agrees that such pledges, security interests, liens interests and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to Liens hereafter secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligationsamended hereby. Each of the Loan Parties Company and the Subsidiaries hereby consents to this Amendment Agreement and acknowledges that each of the Loan Documents Buyer Transaction Documents, including the Notes (as amended hereby), remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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.

Reaffirmation. Each Credit Party acknowledges its receipt of a copy of this Amendment and confirms its review of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies terms and reaffirms that all Obligations constitute valid conditions hereof and existing “Obligations” under of the Amended Credit Agreement and consents to the terms and conditions of this Amendment, the Amended Credit Agreement and the transactions contemplated hereby and by the Amended Credit Agreement. Each Credit Party hereby (including all a) reaffirms and confirms its guarantees (including, without limitation, the Guaranteed Obligations and the Secured Obligations in each case referred to and defined in the Guaranty and Security Agreement), pledges, grants of its payment Liens and performance obligationssecurity interests, contingent agreements and other undertakings under the Loan Documents, including, without limitation, in each case, such agreements and undertakings as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and by the Amended Credit Agreement, (b) acknowledges and agrees that nothing in this Amendment, the Amended Credit Agreement, any other Loan Document or otherwiseany other document or instrument executed, under each delivered or furnished in connection herewith or therewith shall constitute (or be deemed to constitute) a novation, discharge, reduction, compromise, release or termination of the Obligations or of such Guaranteed Obligations or Secured Obligations and (c) agrees that (i) each Loan Documents Document to which it is a party or otherwise bound (after giving effect hereto)as amended by this Amendment) shall continue to be in full force and effect, and each such Loan Document and its obligations thereunder are hereby ratified, confirmed and reaffirmed in all respects, and (ii) to the extent such Loan Party pledgedall guarantees, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, grants of Liens and security interests, liens payment obligations, agreements and other similar rights remain obligations and undertakings by the Credit Parties shall continue to be in full force and effect notwithstanding effect, shall be valid and enforceable and shall accrue to the effectiveness benefit of the Secured Parties and shall not be affected, impaired, limited or discharged hereby or by the transactions contemplated in this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoingNothing herein shall be deemed to entitle any Credit Party to a consent to, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall includeor a waiver, without limitationamendment, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any rightmodification or other change of, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents Obligations, the Guaranteed Obligations, the Secured Obligations or serve to effect a novation any of the Obligationsterms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances, and neither the Administrative Agent, the Collateral Agent nor any other Secured Party has any obligation to inform any Guarantor of such matters in the future or to seek any Guarantor’s acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.

Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, Obligors hereby reaffirms (ia) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, obligations under each of the Loan Transaction Documents to which it is a party to, including, without limitation, all of the outstanding indebtedness owing under the Purchase Agreement and the Senior Notes, and agrees that this Agreement, and all documents, agreements and instruments executed in connection herewith and therewith and the consummation of the transactions contemplated hereby and thereby do not operate to reduce or discharge any Obligor’s obligations under such Transaction Documents or constitute a novation of any indebtedness or other obligations under any Transaction Documents, and (after giving effect hereto)b) the continuing security interests in its respective assets granted in favor of the Purchaser pursuant to Security Agreement, the Pledge Agreement and each of the other Security Documents. Each of the Obligors hereby (i) acknowledges and consents to the transactions contemplated by, and the execution and delivery of, this Agreement, the Purchase Agreement and the other Note Documents, (ii) to in the extent such Loan Party pledgedcase of the Subsidiary Guarantors, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms acknowledges and agrees that such pledgesits guarantee of the Obligations includes, security interestswithout limitation, liens all principal, interest, fees and other similar rights amounts now or hereafter due by the Company under each of the Senior Notes and the other Note Documents, (iii) in the case of the Subsidiary Guarantors, ratifies all the provisions of, and reaffirms its obligations under, the guarantee set forth in Article 4 of the Purchase Agreement and its obligations under each other Note Document to which it is a party and confirms that all provisions of each such document are and shall remain in full force and effect notwithstanding in accordance with its terms on and at all times after giving effect to the effectiveness of amendments contemplated in this Amendment to secure all Agreement and the amendment and restatement of the Obligations arising under or Existing Note Purchase Agreement pursuant to the Purchase Agreement, and as defined (iv) reaffirms the continuing security interests in the Amended Credit Agreement. Without limiting the generality its assets granted in favor of the foregoing, each Loan Party further agrees (A) that any reference Purchaser pursuant to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 ObligationsSecurity Documents.

Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, Obligors hereby reaffirms (ia) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, obligations under each of the Loan Transaction Documents to which it is a party to, and agrees that this Agreement, the Debt Exchange Agreement and all documents, agreements and instruments executed in connection herewith and therewith and the consummation of the transactions contemplated hereby and thereby do not operate to reduce or discharge any Obligor’s obligations under such Transaction Documents, except to the extent of the reduction in the principal amount of the Original Senior Note by the Debt Exchange Amount as a result of the consummation of the Debt Exchange, and (after giving effect heretob) the continuing security interests in its respective assets granted in favor of the Purchaser pursuant to each of the Security Documents. Each of the Obligors hereby (i) acknowledges and consents to the transactions contemplated by, and the execution and delivery of, this Agreement, the Debt Exchange Agreement, the Amended and Restated Note, the Warrant Amendment (as defined in the Debt Exchange Agreement)) and , (ii) to in the extent such Loan Party pledgedcase of the Subsidiary Guarantors, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms acknowledges and agrees that such pledgesits guarantee of the Obligations includes, security interestswithout limitation, liens all principal, interest, fees and other similar rights amounts now or hereafter due by the Company under each Senior Note and the other Note Documents, (iii) in the case of the Subsidiary Guarantors, ratifies all the provisions of, and reaffirms its obligations under, the guarantee set forth in Article 4 of the Purchase Agreement and each other Note Document to which it is a party and confirms that all provisions of each such document are and shall remain in full force and effect notwithstanding in accordance with its terms, and (iv) reaffirms the effectiveness of this Amendment to secure all continuing security interests in its assets granted in favor of the Obligations arising under or Purchaser pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 ObligationsSecurity Documents.

Reaffirmation. Each of the Loan Parties Party, as debtor, grantor, mortgagor, pledgor, guarantor, assignor, or in other any other similar capacity capacities in which such Loan Party Person grants liens or security interests in its property, proxy rights with respect to its owned or issued equity properties or otherwise acts as an accommodation party, indemnitor party or guarantor, as the case may be, in any case under the Existing Loan Documents, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment payment, performance and performance observance obligations, contingent or otherwise, under each of the Existing Loan Documents to which it is a party (after giving effect hereto)) and (ii) Document and, to the extent such Loan Party pledged, Person granted liens on or security interests in (or any other similar rights) any of its property properties pursuant to any such Existing Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations Borrower’s obligations under or with respect to the Financing Agreement, or its own obligations arising under any Existing Loan DocumentsDocument, acknowledges, hereby ratifies and reaffirms such guarantee and grant of liens and security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to security interests hereafter secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoingObligations, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall includeincluding, without limitation, all additional Obligations resulting from the “Obligations” Financing Agreement, in each case as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained if each reference in such Existing Loan Documents shall include to the obligations secured thereby are construed to hereafter mean and extend refer to such ObligationsObligations after giving effect to the Financing Agreement. Each of the Loan Parties hereby consents to this Amendment the terms and conditions of the Financing Agreement (including, without limitation, all additional Obligations resulting from the Financing Agreement), subject to the limitations, if any, set forth therein. Each of the Loan Parties acknowledges that each of the Existing Loan Documents remains in full force and effect and is hereby ratified and reaffirmedconfirmed. The execution of this Amendment Agreement shall not operate as a novation, waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of any of the Existing Loan Documents or serve to effect a novation of the ObligationsDocuments.

Reaffirmation. Each (a) To induce the Lenders and the Administrative Agent to enter into this Amendment, each of the Loan Parties as debtorand Gibraltar Holdings hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, grantorincluding, pledgorwithout limitation, guarantorany grant, assignor, pledge or in other any other similar capacity in which such Loan Party grants liens collateral assignment of a lien or security interests interest, as applicable, contained therein, in its propertyeach case as amended, proxy rights with respect to its owned or issued equity restated, amended and restated, supplemented or otherwise acts modified prior to or as accommodation party, indemnitor or guarantor, as of the case may be, hereby (i) acknowledges, ratifies date hereof. The Borrower acknowledges and reaffirms agrees that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under 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 Amendment. (after giving effect heretob) In furtherance of the foregoing clause (a)) , each Reaffirming Party that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document, hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment and the transactions contemplated hereby. In addition, each Reaffirming Party reaffirms the security interests granted by such Reaffirming Party under the terms and conditions of the Security Documents (ii) in each case, to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rightsa party thereto) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed secure the Borrowers’ Secured Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights interests remain in full force and effect notwithstanding and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Party hereby (i) confirms that each Security Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the effectiveness fullest extent possible in accordance with the Security Documents, the payment and performance of this Amendment the Secured Obligations, including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Party now or hereafter existing, in each case pursuant to secure the terms of the Security Documents such Reaffirming Party is a party to, (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest in and continuing Lien on all of the Obligations arising such Reaffirming Party’s right, title and interest in, to and under or all Collateral to which such Reaffirming Party granted a security interest in and a continuing Lien on pursuant to the terms of the Security Documents to which such Reaffirming Party is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as defined collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations, subject to the terms contained in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any applicable Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (Biii) that the related guarantees and confirms its respective pledges, grants of security contained in such Loan Documents shall include interests and extend other obligations, as applicable, under and subject to such Obligations. Each the terms of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Security Documents remains in full force and effect and to which it is hereby ratified and reaffirmed. The execution of this Amendment shall 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 Obligationsparty.

Reaffirmation. Each Loan Party hereto expressly acknowledges the terms of this Amendment and reaffirms, as of the Loan Parties as debtordate hereof and on the Amendment Effective Date, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in that its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, 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 (after giving effect hereto)) and (ii) to the extent such Loan Party pledgedparty, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentseach case, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain continues in full force and effect notwithstanding and extends to the effectiveness of this Amendment to secure all obligations of the Obligations arising Loan Parties under or pursuant to and as defined in the Loan Documents (including the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that subject to any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined limitations set out in the Amended Credit Agreement and (B) any other Loan Document applicable to that Loan Party. Holdings expressly acknowledges the related guarantees and grants terms of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each reaffirms, as of the Loan Documents remains date hereof and on the Amendment Effective Date, that its guarantee of the Guaranteed Obligations (as defined in the Holdings Guarantee) pursuant to the Holdings Guarantee continues in full force and effect and is hereby ratified extends to the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and reaffirmedthe Holdings Guarantee. The execution Neither the execution, delivery, performance or effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy nor the modification of the Agent Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or Lenders, constitute a waiver of any provision of any priority of the Liens granted pursuant to any Loan Documents Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or serve hereafter incurred; or (ii) requires that any new filings be made or other action be taken to effect a novation perfect or to maintain the perfection of the Obligationssuch Liens.

Reaffirmation. Each (a) On the Closing Date, the Original Credit Agreement shall be amended and restated in its entirety hereby and the provisions of the Original Credit Agreement shall be superseded by the provisions hereof. In addition, unless specifically amended hereby or contemporaneously herewith, each of the other “Loan Parties Documents” (as debtordefined in the Original Credit Agreement) shall continue in full force and effect and, grantorfrom and after the Closing Date, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledgesall references to loans or Revolving Loans to, ratifies and reaffirms that all or notes issued by, or Obligations constitute valid and existing “Obligations” under of, the Amended Credit Agreement (including all of its payment and performance obligationsOriginal Borrower therein shall be deemed to refer to the loans or Revolving Loans to, contingent or otherwisenotes issued by, under each of the Loan Documents to which it is a party (after giving effect hereto)) or Obligations of, Borrower hereunder, and (ii) all references to the extent such “Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant Documents” contained therein shall be deemed to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect refer to the Loan Documents, acknowledges, ratifies Documents as defined in this Agreement. (b) It is the intention of each of the parties hereto that the Original Credit Agreement be amended and reaffirms such guarantee restated so as to preserve the perfection and grant priority of all security interests securing Indebtedness and liens Obligations under the Original Credit Agreement and confirms that all Indebtedness and agrees Obligations of Borrower hereunder and Borrower and the Guarantors under the other Loan Documents shall be secured by the applicable Loan Documents and that such pledgesthis Agreement does not constitute a novation of any or all of the obligations and liabilities existing under the Original Credit Agreement, security interests, liens and the other similar rights “Loan Documents” (as defined in the Original Credit Agreement) or any related documents. The parties confirm that the Canadian Security Documents delivered in connection with the execution of the Original Credit Agreement shall remain in full force and effect notwithstanding the effectiveness of this Amendment and shall continue to secure all of the Obligations arising under or pursuant to of Borrower hereunder and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 ObligationsGuarantors thereunder.

Reaffirmation. Each By signing this Amendment, each of Holdings and the Loan Parties as debtorBorrower, grantor, pledgor, guarantor, assignor, or in on behalf of itself and each other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may beCredit Party, hereby (ia) acknowledgesconfirms that notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” the obligations of the Credit Parties under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies Additional Term B Loans contemplated by this Amendment) and reaffirms such guarantee the other Credit Documents (i) are entitled to the benefits of the guarantees and grant of the security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under set forth or pursuant to and as defined created in the Amended Credit Agreement. Without limiting , the generality of Security Agreement, the foregoingother Security Documents and the other Credit Documents, each Loan Party further agrees (Aii) that any reference to constitute “Guaranteed Obligations” and “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (b) confirms and ratifies each Guarantor’s continuing unconditional obligations as Guarantor under the Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend as amended hereby with respect to such Obligations. Each all of the Loan Parties hereby consents to this Amendment and acknowledges Guaranteed Obligations, (c) confirms that each of the Loan Documents remains Credit Document to which any Credit Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and reaffirmedconfirmed in all respects and shall remain in full force and effect according to its terms (in the case of the Credit Agreement, as amended hereby) and (d) confirms that the Additional Term B Loan Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Amended Credit Agreement and the other Credit Documents. The execution Borrower, on behalf of this Amendment shall itself and each other Credit Party, ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party remain in full force and effect, are not operate as a waiver of any rightreleased or reduced, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve and continue to effect a novation secure full payment and performance of the Obligations.

Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution and delivery of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, or constitute a waiver of any provision of the Facility Agreement or any other Loan Document. Each of the Borrower and the 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 (i) acknowledges and agrees that it has reviewed this Amendment, (ii) ratifies and reaffirms all of its obligations, contingent or otherwise, under each of the Loan Documents (as amended hereby) to which it is a party (after giving effect hereto), and (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, 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 Obligations. Each of the Borrower and the Guarantors hereby consents to 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 is hereby ratified and reaffirmed. Neither this Amendment nor any prior amendment of any of the Loan Documents shall be construed or serve deemed to effect be a novation satisfaction, novation, cure, modification, amendment or release of any obligations (including the Obligations), the Facility Agreement or any of the Obligationsother Loan Documents or establish a course of conduct with respect to future requests for amendments, modifications or consents.

Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, Guarantor hereby (i) acknowledgesrepresents and warrants to Agent and Lenders that the execution, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment delivery, and performance obligationsof this Reaffirmation are not in contravention of any law, contingent rule, or otherwiseregulation, under each 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 properties of such Guarantor may be bound or affected; (ii) consent to the amendment of the Loan Documents Agreement by the Amendment; (iii) acknowledge and reaffirm all obligations owing by such Guarantor to Agent and Lenders under any Loan Document to which it is a party; (iv) agree that each Loan Document to which such Guarantor is a party (after giving effect hereto)including the Guaranty and Security Agreement) is and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights shall remain in full force and effect notwithstanding effect; (v) agrees that such Guarantor is guaranteeing Borrowers’ Obligations under (and defined in) the effectiveness Loan Agreement as the same may be amended, supplemented, modified, or amended and restated from time to time, (vi) agrees that the obligations of this Amendment such Guarantor under the Guaranty continue to secure all of be secured by the Obligations arising security interest granted under the Security Agreement, and (vi) ratifies and confirms its consent to any previous amendments, modifications or pursuant supplements to and as defined in the Amended Credit Loan Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that Although each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy undersigned have been informed of the Agent or Lendersmatters set forth in the Loan Agreement and has acknowledged and agreed to same, constitute a waiver of any provision of any each of the Loan Documents undersigned understands that Agent and Lenders shall have no obligation to inform any Guarantor of such matters in the future or serve to effect seek any Guarantor’s acknowledgement or agreement to future amendments or modifications, and nothing herein shall create such a novation of the Obligationsduty.

Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution and delivery of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, or constitute a waiver of any provision of the Facility Agreement or any other Loan Document. Each of the Borrower and the Guarantors, 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 (i) acknowledges and agrees that it has reviewed this Amendment, (ii) ratifies and reaffirms all of its obligations, contingent or otherwise, under each of the Loan Documents (as amended hereby) to which it is a party (after giving effect hereto), and (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, 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 Obligations (as amended hereby). Each of the Borrower and the Guarantors hereby consents to this Amendment and acknowledges that this Amendment and each Note (as amended hereby) is a Loan Document and that each of the Loan Documents (as amended hereby) remains in full force and effect and is hereby ratified and reaffirmed. Neither this Amendment nor any prior amendment of any of the Loan Documents shall be construed or serve deemed to effect be a novation satisfaction, novation, cure, modification, amendment or release of any obligations (including the Obligations), the Facility Agreement or any of the Obligationsother Loan Documents or establish a course of conduct with respect to future requests for amendments, modifications or consents.

Reaffirmation. (a) Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights hereby agrees that (a) with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents Document to which it is a party (party, after giving effect hereto)) to this Amendment and (ii) to the extent transactions contemplated hereunder, all of its obligations, liabilities and indebtedness under such Loan Party pledgedDocument, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document including guarantee obligations, are hereby confirmed and reaffirmed and shall, except as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentsexpressly set forth herein, acknowledges, ratifies remain unmodified and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness on a continuous basis and (b) nothing contained herein shall (i) create a course of this Amendment to secure all dealing or (ii) except as expressly set forth herein, constitute amendments of the Obligations arising under or pursuant to and as defined in the Amended Existing Credit Agreement, the Existing Security Agreement, the other Loan Documents or any indebtedness described therein. The Existing Credit Agreement (as amended hereby), the Existing Security Agreement (as amended hereby) and each other Loan Document shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (b) Without limiting the generality of the foregoing, each Loan Party further agrees Borrower and each Guarantor (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitationcollectively, the “ObligationsGrantors” and each a “Grantor”) reaffirms its obligations as a grantor under the Security Agreement, including without limitation the grant pursuant to Section 1 of the Security Agreement of a security interest to the Administrative Agent for the benefit of the Secured Parties in (and the collateral assignment to the Administrative Agent for the benefit of the Secured Parties of) the property and property rights constituting Collateral (as defined in Section 1 of the Security Agreement) of such term is Grantor or in which such Grantor has or may have or acquire an interest or the power to transfer rights therein, whether now owned or existing or hereafter created, acquired or arising and wheresoever located, as security for the payment and performance of such Grantor’s respective Secured Obligations (as defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 ObligationsSecurity Agreement).

Reaffirmation. Each of Other than as expressly provided in this Agreement, the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies execution and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness delivery of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of the Indenture, the Facility Agreement, the Indenture Notes or the FA Note or any of the Loan Documents other document executed in connection therewith or serve to effect a novation of the Obligationsobligations thereunder. The Borrower, as issuer, debtor, grantor, ▇▇▇▇▇▇▇, mortgagor, guarantor or assignor, or in other any other similar capacity in which it grants liens or security interests in its property hereby (i) acknowledges and agrees that it has reviewed this Agreement, (ii) ratifies and reaffirms all of its obligations, contingent or otherwise, under each of the Transaction Documents (as defined in the Facility Agreement), each as amended as of the date hereof (including as provided in this Agreement), and (iii) to the extent the Borrower granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for the Obligations (as defined in the Facility Agreement) under or with respect to the Transaction Documents, ratifies and reaffirms such grant of security interests and Liens as provided in the Transaction Documents and confirms and agrees that such security interests and Liens continue to secure all of the currently outstanding or future Obligations (as amended hereby) on the terms and conditions of the Transactions Documents (as amended as of the date of this Agreement (including as provided in this Agreement)). The Borrower hereby consents to this Agreement and acknowledges that this Agreement is a Transaction Document and each of the other Transaction Documents, each as amended as of the date hereof (including as provided in this Agreement), remains in full force and effect and is hereby ratified and reaffirmed; provided that, nothing in this Section 7.15 shall obligate the Borrower to restate, or be considered to be a restatement of, the representations of the Borrower contained in Article 3 of the Facility Agreement as of the date hereof. Any reference in the Transaction Documents to “hereunder,” hereof,” “herein,” or words of like import referring to such agreement shall refer to such Transaction Document as amended as of the date hereof (including as provided in this Agreement).

Reaffirmation. (A) Each of Holdings, the Loan Parties as debtorBorrower and the Subsidiary Guarantors (each, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, a “Reaffirming Party”) hereby (ia) acknowledgesaffirms and confirms its guarantees, ratifies pledges, grants of Liens, covenants, agreements and reaffirms that all Obligations constitute valid and existing “Obligations” other commitments under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (iib) to the extent such Loan Party pledged, granted liens on or security interests in agrees that (or any other similar rightsi) any of its property pursuant to any such each Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain which it is a party shall continue to be in full force and effect notwithstanding effect, (ii) all obligations and liabilities of the effectiveness of Borrower under the Original Credit Agreement, as amended pursuant to this Amendment to secure all No. 1, constitute “Guaranteed Obligations” under and as defined in each of the Obligations arising Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under or the Original Credit Agreement, as amended pursuant to this Amendment No. 1 constitute “Secured Obligations” under and as defined in the Amended Credit Agreement. Without limiting Pledge Agreement and are secured by and entitled to the generality benefits of the foregoingPledge Agreement and the other Security Documents, each Loan Party further agrees (Aiv) that any reference to all obligations and liabilities of Holdings under the Holdings Guaranty and Pledge Agreement constitute “Secured Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” under and as such term is defined in the Amended Credit Holdings Guaranty and Pledge Agreement and are secured by and entitled to the benefits of the Holdings Guaranty and Pledge Agreement and (Biv) that the related guarantees and all guarantees, pledges, grants of security contained in such Loan Documents shall include Liens, covenants, agreements and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of other commitments under the Loan Documents remains and all Liens granted under the Security Documents shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties and shall not be impaired or discharged hereby or by the transactions contemplated hereby. (B) The representations and warranties of each Reaffirming Party set forth in the Loan Documents to which it is hereby ratified a party are, after giving effect to hereto, true and reaffirmedcorrect in all material respects on and as of the Amendment No. The execution 1 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case they shall be true and correct in all material respects as of such earlier date. (C) After giving effect hereto, neither the amendment of the Original Credit Agreement effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Amendment No. 1 (i) 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 Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. (D) Each of the Borrower and the Subsidiary Guarantors represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment No. 1, no Default or Event of Default has occurred and is continuing. (E) This Amendment No. 1 shall 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 ObligationsOriginal Credit Agreement or any other Loan Document.

Reaffirmation. Each of the Loan Parties Parties, as borrower, debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants or granted liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor party or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)to this Amendment) and (ii) grants to the Administrative Agent, for the benefit of the Secured Parties (as such term is defined in the Pledge and Security Agreement), a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Loan Party, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations and, to the extent such Loan Party pledged, granted liens on or a security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and guarantee, as applicable, and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to guarantee hereafter secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligationsamended hereby. Each of the Loan Parties hereby consents to this Amendment and acknowledges that that, except as amended by this Amendment, each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

Reaffirmation. Each (a) To induce the parties hereto to enter into this Second Amendment, each of the Loan Credit Parties as debtorhereby acknowledges and reaffirms its obligations under each Credit Document to which it is a party, grantorincluding, pledgorwithout limitation, guarantorany grant, assignor, pledge or in other any other similar capacity in which such Loan Party grants liens collateral assignment of a lien or security interests interest, as applicable, contained therein, in each case, as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof. The Borrower Representative acknowledges and agrees that each of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect, that all of its obligations thereunder shall be valid and enforceable (except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) and shall not be impaired or limited by the execution or effectiveness of this Second Amendment. (b) In furtherance of the foregoing Section 8(a), each Credit Party, in its propertycapacity as a Guarantor under any Guaranty to which it is a party (in such capacity, proxy rights each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Guaranteed Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Second Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Second Amendment and the Amended Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) confirms that each Credit Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with respect the Credit Documents, the payment and performance of the Guaranteed Obligations, including, without limitation, the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of each Guarantor now or hereafter existing; (ii) acknowledges and agrees that its Guaranty and each of the Credit Documents to its owned or issued equity which it is a party or otherwise acts bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable (except as accommodation partymay be limited by bankruptcy, indemnitor insolvency, reorganization, moratorium or guarantorsimilar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) and shall not be impaired or limited by the execution or effectiveness of this Second Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Credit Documents. (c) In furtherance of the foregoing Section 8(a), each of the Credit Parties that is party to any Collateral Document, in its capacity as a Grantor (as defined in such Collateral Document) under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Second Amendment and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Agreement and each other Credit Document (in each case, to the extent a party thereto) to secure the Obligations and agrees that such security interests remain in full force and effect. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Collateral Documents, the payment and performance of the Obligations, as the case may be, hereby including, without limitation, the payment and performance of all such applicable Obligations that are joint and several obligations of each Guarantor and Grantor now or hereafter existing, (iii) acknowledgesconfirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, ratifies title and reaffirms that interest in, to and under all Collateral, in each case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Second Amendment), subject to the terms contained in the applicable Credit Documents, and (iii) confirms its respective pledges, grants of its payment security interests and performance other obligations, contingent or otherwiseas applicable, under and subject to the terms of each of the Loan Collateral Documents to which it is a party party. (after giving effect hereto)d) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Second Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to this Second Amendment and (ii) to nothing in the extent such Loan Party pledgedCredit Agreement, granted liens on or security interests in (this Second Amendment or any other similar rights) any Credit Document shall be deemed to require the consent of its property pursuant such Guarantor to any such Loan Document as security for future amendment, consent or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all waiver of the Obligations arising under or pursuant to and as defined in terms of the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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.

Reaffirmation. (a) Each Loan Party hereby consents to the execution, delivery and performance of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Restated Credit Agreement and this Amendment. (b) Each Loan Party grants liens or security interests in its propertyhereby acknowledges and agrees that, proxy rights with respect after giving effect to its owned or issued equity or otherwise acts as accommodation partythe Second Amendment Effective Date, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, respective obligations under each of the Loan Documents to which it is a party (after giving effect hereto)) are reaffirmed, and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding on a continuous basis. Each Loan Party acknowledges that the effectiveness of this Amendment to secure all obligations and liabilities of the Obligations arising Borrower under or the Credit Agreement continue in full force and effect on a continuous basis, unpaid and undischarged, except as expressly provided in the Restated Credit Agreement, pursuant to and as defined in the Amended Restated Credit Agreement. Without limiting the generality . (c) As of the foregoingSecond Amendment Effective Date, each Loan Party further agrees (A) reaffirms each Lien it granted to each Secured Party, and any Liens that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that were otherwise created or arose under each of the Loan Documents remains to which such Loan Party is party and reaffirms the guaranties made in favor of each Secured Party under each of the Loan Documents to which such Loan Party is party, which Liens and guaranties shall not in any way affect the validity and enforceability of the Liens or the guaranties or reduce, impair or discharge the obligations of such Loan Party thereunder and the Liens and guaranties shall continue in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy during the term of the Agent Restated Credit Agreement and any amendments, amendments and restatements, supplements or Lenders, constitute a waiver of any provision of any other modifications thereof and shall continue to secure the Secured Obligations of the Loan Documents or serve to effect a novation Borrower and the Guarantors, and secure the obligations of the Obligationsother Loan Parties under any Loan Document, in each case, on and subject to the terms and conditions set forth in the Restated Credit Agreement and the Loan Documents.

Reaffirmation. Each (a) To induce the Agents and the Second Lien Consenting Lenders party hereto to enter into this First Amendment, each of the Loan Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, in each case as debtoramended, grantorrestated, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity supplemented or otherwise acts modified prior to or as accommodation party, indemnitor or guarantor, as of the case may be, hereby (i) acknowledges, ratifies date hereof. The Borrower acknowledges and reaffirms agrees that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) or otherwise bound shall continue in full force and (ii) to the extent such Loan Party pledgedeffect, granted liens on or security interests in (or any other similar rights) any that all of its property pursuant to any obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. (b) In furtherance of the foregoing Section 9(a), each Guarantor (in such Loan Document capacity, each a “Reaffirming Guarantor”) reaffirms its guarantee of the Guaranteed Obligations (as security for or otherwise guaranteed defined in the Borrowers’ Obligations Guaranty) under or with respect to the Loan Documents, acknowledges, ratifies terms and reaffirms such guarantee and grant conditions of security interests and liens and confirms each Guaranty and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this First Amendment, and is hereby ratified ratified, reaffirmed and reaffirmedconfirmed. The execution Each Reaffirming Guarantor hereby confirms that it consents to the terms of this First Amendment shall not operate as a waiver of any right, power or remedy and the Second Lien Credit Agreement and that the principal of the Agent March Incremental Term Loans constitute “Obligations” under the Loan Documents. Each Reaffirming Guarantor hereby (i) confirms that each Loan Document to which it is a party or Lendersis otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Documents, constitute a waiver the due and punctual payment and performance of the Guaranteed Obligations, in each case, whether such Guaranteed Obligations are now existing or hereafter incurred under, arising out of or in connection with any provision of any Loan Document, and whether at maturity, by acceleration or otherwise, (ii) acknowledges and agrees that its Guaranty and each of the Loan Documents to which it is a party or serve to otherwise bound shall continue in full force and effect a novation and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment, and (iii) acknowledges, agrees and warrants for the benefit of the ObligationsSecond Lien Lenders that there are no rights of set-off, counterclaim, recoupment or termination that would enable such Reaffirming Guarantor to avoid the performance of its obligations under the Loan Documents.

Reaffirmation. (a) Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect hereby confirms that each Loan Document to its owned or issued equity which it is a party or otherwise acts as accommodation party, indemnitor bound and all Collateral encumbered thereby will continue to guarantee or guarantorsecure, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under to the Amended Credit Agreement (including all of its fullest extent possible in accordance with the Loan Documents the payment and performance obligations, contingent or otherwise, of all Loan Document Obligations and Secured Obligations of such Loan Party under each of the Loan Documents to which it is a party (after giving in each case as such terms are defined in the applicable Loan Document). (b) Each Loan Party acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect hereto)and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. (c) Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of this First Amendment and consents to the amendment of the Credit Agreement effected pursuant to this First Amendment (including the 2018 Incremental Term Commitments and 2018 Incremental Term Loans made by the 2018 Incremental Term Lenders) and acknowledges and agrees that each 2018 Incremental Term Lender (and any assignee thereof) is a “Lender” and a “Secured Party” for all purposes under the Loan Documents to which the Borrower or such Guarantor is a party. (d) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Guarantor (as defined in the Guarantee Agreement) is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) to nothing in the extent such Loan Party pledgedCredit Agreement, granted liens on or security interests in (this First Amendment or any other similar rights) any Loan Document shall be deemed to require the consent of its property pursuant such Guarantor to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect future amendments to the Loan Documents, acknowledges, ratifies Credit Agreement. (e) Each of the Borrower and reaffirms such guarantee and grant of security interests and liens and confirms each Guarantor hereby (i) acknowledges and agrees that such pledges, security interests, liens all of its obligations under the Guarantees set out in the Amended Credit Agreement and any other similar rights guaranties in the Loan Documents to which it is a party are reaffirmed and remain in full force and effect notwithstanding on a continuous basis, (ii) reaffirms each Lien granted by each Loan Party to the effectiveness of this Amendment to secure all Collateral Agent for the benefit of the Obligations arising under or Secured Parties and reaffirms the Guarantees made pursuant to and as defined in the Amended Credit Agreement. Without limiting , (iii) acknowledges and agrees that the generality grants of security interests by and the Guarantees of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” Parties contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees other Collateral Documents are, and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains remain, in full force and effect after giving effect to this First Amendment, and is hereby ratified (iv) agrees that the Obligations include, among other things and reaffirmedwithout 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 2018 Incremental Term Loans under the Amended Credit Agreement. The execution of Nothing contained in this First Amendment shall not operate be construed as a waiver of any right, power substitution 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 Obligationsobligations outstanding under the Credit Agreement or the other Loan Documents, which shall remain in full force and effect, except to any extent modified hereby.

Reaffirmation. Each Guarantor hereby expressly: A. consents to the execution by Borrower and Lender of the Loan Parties as debtorAmendment and the other agreements, grantor, pledgor, guarantor, assignor, or documents and instruments executed and delivered in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as connection therewith (the case may be, hereby (i) acknowledges, ratifies and “Other Agreements”); 735993683 B. reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment Guaranteed Obligations and performance obligationsother liabilities to Lender under the Guaranty, contingent or otherwiseas amended hereby, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any all respects; C. reaffirms all of its property pursuant obligations and liabilities to any such Loan Document as security for or otherwise guaranteed Lender under the Borrowers’ Obligations under or with respect to the Loan DocumentsIndemnity, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and in all respects; D. agrees that all such pledgesGuaranteed Obligations and obligations and liabilities to Lender under the Indemnity, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains continue in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate be discharged, limited, impaired or affected in any matter whatsoever as a waiver of any right, power or remedy result of the Agent execution and delivery of the Amendment, the Other Agreements or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve transactions set forth therein; and E. represents and warrants to effect a novation Lender that each of the Obligationsrepresentations and warranties made by the undersigned to Lender in any of the documents executed in connection with the aforesaid loans to Borrower remain true and correct, excluding those representations and warranties that solely and expressly related to a specific period of time prior to the date hereof and subject to the exceptions described on Schedule 1 attached hereto. Guarantor acknowledges and agrees that its execution and delivery of this Reaffirmation was a material inducement to, among other things, Lender entering into the Amendment, and without this Reaffirmation, Lender would not have entered into the Amendment. Although the undersigned has been informed of the terms of the Amendment, the undersigned understands and agrees that Lender has no duty to so notify any Guarantor or to seek this or any future acknowledgment, consent or reaffirmation, and nothing contained herein shall create or imply any such duty as to any transactions, past or future.

Reaffirmation. Each of The Master Issuer and each Guarantor (including those that that become party hereto after the Loan Parties date hereof), in its respective capacity as the Master Issuer, a Guarantor, debtor, obligor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in its property, proxy rights with respect or to its owned properties hereunder or issued equity under any other Related Document, hereby acknowledges and agrees to be bound by the provisions of Section 3.04 (including, without limitation, the 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 acts as accommodation party, indemnitor or guarantor, as the case may be, negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that in connection with and after giving effect to any Conforming Changes: (i) acknowledgesits Obligations shall not in any way be novated, ratifies discharged or otherwise impaired, and reaffirms that all Obligations constitute valid shall continue, be ratified and existing “Obligations” under the Amended Credit Agreement (including all of its payment be affirmed and performance obligationsshall remain in full force in effect, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledgedits grant of a guarantee, granted liens on pledge, assignment or any other accommodation, lien or security interests in (or to its properties relating to this Agreement or any other similar rights) any of its property pursuant to any such Loan Related Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentsshall continue, acknowledgesbe ratified and be affirmed, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights shall remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under and shall not be novated, discharged or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement otherwise impaired and (Biii) that the related guarantees Related Documents and grants of security contained in such Loan Documents its obligations thereunder (contingent or otherwise) shall include continue, be ratified and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment be affirmed and acknowledges that each of the Loan Documents remains shall remain in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate be novated, discharged or otherwise impaired. In addition, each of the Master Issuer and each Guarantor hereby fully waives any requirements to notify the Master Issuer or such Guarantor, as a waiver applicable, of any rightConforming Changes (except as expressly provided in Section 3.04). From time to time, power the Master Issuer and each Guarantor shall execute and deliver, or remedy 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 Agent provisions of Section 3.04, or Lendersof renewing, constitute a waiver continuing, reaffirming or ratifying the rights of any provision of any of Administrative Agent, and the Loan Documents other Secured Parties with respect to the Master Issuer’s or serve to effect a novation of Guarantor’s obligations or the Obligations.Collateral. ARTICLE IV

Reaffirmation. Each of Other than as expressly provided in this Agreement, the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies execution and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness delivery of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or LendersLender, constitute a waiver of any provision of the Facility Agreement, any of the Loan other Transaction Documents (as currently in effect) or any other document executed in connection therewith or serve to effect a novation of the Obligationsobligations thereunder. The Borrower, as issuer, debtor, grantor, ▇▇▇▇▇▇▇, mortgagor, guarantor or assignor, or in other any other similar capacity in which it grants liens or security interests in its property hereby (i) acknowledges and agrees that it has reviewed this Agreement, (ii) ratifies and reaffirms all of its obligations, contingent or otherwise, under each of the Transaction Documents, and (iii) to the extent the Borrower granted Liens on or security interests in any of its property pursuant to any such Transaction Document as security for the Obligations under or with respect to the Transaction Documents, ratifies and reaffirms such grant of security interests and Liens as provided in the Transaction Documents and confirms and agrees that such security interests and Liens continue to secure all of the currently outstanding or future Obligations on the terms and conditions of the Transactions Documents (for the avoidance of doubt as amended as of the Effective Date). The Borrower hereby consents to this Agreement and acknowledges that this Agreement, the Note and each document or agreement executed and delivered pursuant to, or in connection with, the execution and delivery of this Agreement is a Transaction Document and each of the other Transaction Documents, each as amended as of the Effective Date (including as provided in this Agreement), remains in full force and effect and is hereby ratified and reaffirmed; provided that, nothing in this Section 6.15 shall obligate the Borrower to restate, or be considered to be a restatement of, the representations of the Borrower contained in Article 3 of the Facility Agreement as of the date hereof. Any reference in the Transaction Documents to “hereunder,” “hereof,” “herein,” or words of like import referring to such agreement shall refer to such Transaction Document as amended as of the Effective Date. For the avoidance of doubt, the parties acknowledge and agree that, nothing contained herein or in the Facility Agreement shall be deemed or construed as an agreement by Lender to make any Disbursement or additional Loan on or after the date hereof.

Reaffirmation. Each By signing this Agreement, each Loan Party party hereto hereby confirms that, as of the Fifth Amendment Effective Date, the obligations of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement and the other Loan Documents (including all of its payment and performance obligations, contingent or otherwise, under each i) are entitled to the benefits of the guarantees and Liens set forth or created in the Existing Credit Agreement, the Collateral Documents and each other Loan Documents, (ii) constitute “Obligations” or other similar term for purposes of (and as defined in, as applicable) the Existing Credit Agreement, the Collateral Documents and all other Loan Documents, and (iii) except as expressly set forth herein, the Collateral Documents and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. Each Loan Party party hereto hereby ratifies and confirms that, as of the Fifth Amendment Effective Date, all Liens granted, conveyed or assigned to the Administrative Agent or Collateral Agent, as applicable, by such Person pursuant to any Loan Document to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect effect, are not released or reduced, and continue to secure full payment and performance of the Obligations. Each Loan Party other than the Company acknowledges and agrees that (i) notwithstanding the conditions to effectiveness of set forth in this Amendment to secure all Agreement, such Loan Party is not required by the terms of the Obligations arising under Existing Credit Agreement or pursuant any other Loan Document to consent to this Agreement and as defined (ii) nothing in the Existing Credit Agreement, the Amended Credit Agreement. Without limiting , this Agreement or any other Loan Document shall be deemed to require the generality consent of such Loan Party to any future amendment, consent or waiver of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in terms of the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 ObligationsAgreement.

Reaffirmation. Each of the Loan Parties as debtor, grantor, mortgagor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor guarantor or guarantorindemnitor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledgesguarantee includes, and such security interestsinterests and liens hereafter secure, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligationsamended hereby. Each of the Loan Parties hereby consents to this Amendment Agreement and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment Agreement shall 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. Except as amended or consented to hereby, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or words of like import referring to the Credit Agreement in any other Loan Document shall mean and be a reference to the Amended Credit Agreement. This Agreement shall constitute a “Loan Document” for purposes of the Amended Credit Agreement.

Reaffirmation. Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. In furtherance of the foregoing, each of the Loan Parties party hereto hereby irrevocably and unconditionally ratifies its grant of security interest and pledge under the Guaranty and Security Agreement and each Loan Document and confirms that the liens, security interests and pledges granted thereunder continue to 12289736v6 secure the Obligations, including, without limitation, any additional Obligations resulting from or incurred pursuant to this Amendment. Each of the Loan Parties hereto, as debtor, grantor, pledgormortgagor, ▇▇▇▇▇▇▇, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor guarantor, or guarantorindemnitor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests interest and liens and confirms and agrees that such pledgesguarantee includes, and such security interestsinterests and liens hereafter secure, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to as amended hereby. For the avoidance of doubt, (i) the ratification and as defined reaffirmation by the Loan Parties in the Amended Credit Agreement. Without limiting the generality this Section 10 shall not constitute a new grant of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement security interests and (Bii) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each consent of the Loan Parties hereby consents to (other than the Borrower Agent) is not required for this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 ObligationsAmendment.

Reaffirmation. Each (a) Company, on behalf of itself and each of the other Loan Parties (as debtordefined in the Credit Agreement), grantor, pledgor, guarantor, assignor, or hereby reaffirms all of their respective obligations and liabilities under the Loan Documents (as defined in other any other similar capacity in the Credit Agreement) to which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation is a party, indemnitor or guarantor, as such obligations and liabilities have been supplemented by the case may be, hereby (i) acknowledges, ratifies Indenture and reaffirms that all Obligations constitute valid the Secured Obligation Designation and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms acknowledges and agrees that such pledges, security interests, liens obligations and other similar rights liabilities remain in full force and effect notwithstanding the effectiveness effect. (b) Company, on behalf of this Amendment to secure all itself and each of the Obligations arising under other Loan Parties, hereby irrevocably and unconditionally ratifies each Loan Document to which such Loan Party is a party (as such Loan Documents are amended or pursuant supplemented to and including the date hereof) and ratifies and reaffirms such Loan Party’s grant of liens and security interests under the Collateral Documents (as defined in the Amended Credit Agreement. Without limiting ) and confirms that the generality of liens and security interests granted thereunder continue to secure the foregoingSecured Obligations (as defined in the Security Agreement), each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall includeincluding, without limitation, any additional Secured Obligations resulting from or incurred pursuant to the “Obligations” Loan Documents. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Initial Purchasers. Very truly yours, Wyndham Destinations, Inc. By: Name: Title: [Signature page to Purchase Agreement] The foregoing Agreement is hereby confirmed and accepted as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents date specified in Schedule I hereto. BofA Securities, Inc. By: Name: Title: For itself and the other several Initial Purchasers, if any, named in Schedule II to this Amendment the foregoing Agreement. [Signature page to Purchase Agreement] Purchase Agreement dated July 20, 2020 Representative: BofA Securities, Inc. Title and acknowledges that each Purchase Prices of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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.Securities: Title:

Reaffirmation. Each of the Loan Parties Obligors, as issuer, debtor, grantor, pledgor, guarantormortgagor, guarantor or assignor, or in other any other similar capacity in which such Loan Party Person grants liens Liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor party or guarantor, as the case may be, hereby (i) acknowledgesacknowledges and agrees that it has reviewed this Amendment, (ii) ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Transaction Documents (as amended hereby) to which it is a party (after giving effect hereto)) , and (iiiii) to the extent such Loan Party pledged, Person granted liens Liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Transaction Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Transaction Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens Liens and confirms and agrees that such pledges, security interests, liens interests and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to Liens hereafter secure all of the Obligations arising under or pursuant to and (as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligationsamended hereby). Each of the Loan Parties Obligor hereby consents to this Amendment and the Escrow Agreement and acknowledges that each of this Amendment and the Loan Escrow Agreement is a Transaction Document and that each of the other Transaction Documents (as amended hereby) remains in full force and effect and is hereby ratified and reaffirmed. The execution of Except as set forth in Article I above, neither this Amendment shall not operate as a waiver of nor any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision prior amendment of any of the Loan Transaction Documents shall be construed or serve deemed to effect be a novation satisfaction, novation, cure, modification, amendment or release of the Obligations, the Facility Agreement or any of the other Transaction Documents or establish a course of conduct with respect to future requests for amendments, modifications or consents.

Reaffirmation. Each of the Loan Parties hereby consents to the amendment of the Credit Agreement described in Section 1 of this Amendment and hereby confirms its respective guarantees, pledges, grants of security interests, subordinations and other obligations, as debtorapplicable, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in under and subject to the terms of each of the Loan Documents to which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation it is party, indemnitor or guarantorand confirms, as agrees and acknowledges that, notwithstanding the case may beconsummation of this Amendment, hereby (i) acknowledgessuch guarantees, ratifies pledges, grants of security interests, subordinations and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance other obligations, contingent or otherwise, under and the terms of each of the Loan Documents to which it is a party (after giving effect hereto)) party, except as expressly modified by this Amendment, are not affected or impaired in any manner whatsoever and (ii) shall continue to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain be in full force and effect notwithstanding the effectiveness of this Amendment to and shall also guarantee and secure all of the Obligations arising under or obligations as amended and reaffirmed pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligationsthis Amendment. Each of the Loan Parties confirms, acknowledges and agrees that the Lenders, the Additional Term B USD Lender providing Term B USD Loans, the Additional Term B Euro Lender providing Term B Euro Loans and the Term B Euro Incremental Lender providing the Term B Euro Incremental Loans are “Lenders” and “Secured Parties” for all purposes under the Loan Documents. For the avoidance of doubt, each Loan Party hereby consents to this Amendment and acknowledges that each restates the provisions of Article II of the Loan Documents remains Security Agreement and agrees that all references in full force the Security Agreement to the “Secured Obligations” shall include the Term B USD Loans and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 ObligationsTerm B Euro Loans.

Reaffirmation. (a) Each of the Loan Parties as debtorparty hereto hereby consents to this Agreement and the transactions contemplated thereby and, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights 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 owned or issued equity or otherwise acts as accommodation partyguarantees, indemnitor or guarantorpledges, grants of security interests and other agreements, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwiseapplicable, 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 a party and agrees that, notwithstanding the effectiveness of this Agreement and the consummation of the transactions contemplated hereby (after giving effect heretoincluding, without limitation, the amendment and restatement of the Existing Credit Agreement)) and (ii) to the extent , such Loan Party pledgedguarantees, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentspledges, acknowledges, ratifies and reaffirms such guarantee and grant grants of security interests and liens and confirms and agrees that other agreements of such pledges, security interests, liens and Loan Parties (other similar rights remain than the Released Loan Parties) shall continue to be in full force and effect notwithstanding and shall accrue to the effectiveness of this Amendment to secure all benefit of the Obligations arising Secured Parties under or pursuant to and as defined in the Amended Restated Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the 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 ensure compliance by the Borrowers with Section 5.10 of the Restated Credit Agreement and hereby consents reaffirms its obligations under each similar provision of each Reaffirmed Agreement to this Amendment and acknowledges that each which it is a party. (b) Each of the Loan Documents remains Parties party hereto hereby confirms and agrees that the Revolving Loans, the Letters of Credit, the Swingline Loans and the Overadvances (in full force each case, if any) have constituted and, other than with respect to the Released Loan Parties, continue to constitute Obligations (or any word of like import) under the Reaffirmed Agreements. (c) From and effect and after the Restatement Effective Date, it is hereby ratified acknowledged and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of agreed that the Agent or Lenders, constitute a waiver of any provision of any of Released Loan Parties are hereby released from all obligations and liabilities under the Existing Loan Documents and shall no longer be deemed Grantors, Guarantors or serve Loan Parties under and pursuant to effect a novation of the ObligationsExisting Loan Documents, the Reaffirmed Agreements or any other Loan Document.

Reaffirmation. Each By signing this Amendment, each Credit Party hereby confirms that (a) notwithstanding the effectiveness of this Amendment and the Loan transactions contemplated hereby, the obligations of such Credit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies Term B-4 Loans contemplated by this Agreement) and reaffirms such guarantee the other Credit Documents (i) are entitled to the benefits of the guarantees and grant of the security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under set forth or pursuant to and as defined created in the Amended Credit Agreement. Without limiting , the generality of Security Agreement, the foregoingother Security Documents and the other Credit Documents, each Loan Party further agrees (Aii) that any reference to constitute “Guaranteed Obligations” and “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in 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 continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations and (Biv) that the related guarantees each Credit Document to which such Credit Party is a party is, and grants of security contained in such Loan Documents shall include and extend continue to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains be, in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment confirmed in all respects and shall not operate as a waiver of any right, power or remedy remain in full force and effect according to its terms (in the case of the Agent or LendersCredit Agreement, constitute as amended hereby) and (b) each Converting Term B-4 Loan Consenting Lender and Additional Term B-4 Lender shall be a waiver of any provision of any “Secured Creditor” and a “Lender” (including without limitation for purposes of the Loan Documents or serve to effect a novation definition of “Required Lenders” contained in Section 1.01 of the ObligationsAmended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a 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 of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, (a) Borrower hereby (i) acknowledgesreaffirms, ratifies ratifies, confirms, and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of acknowledges its payment and performance obligations, contingent or otherwise, obligations under each of Note, the Credit Agreement, and all the other Loan Documents Documents, and agrees to which it is a party (after giving effect hereto)) continue to be bound thereby and perform thereunder, and (ii) to the extent agrees and acknowledges that all such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any Documents and all of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies Borrower’s obligations thereunder are and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding and, except as expressly provided herein, have not been modified. (b) Concurrently herewith, each Guarantor is executing and delivering to the effectiveness Administrative Agent the applicable Reaffirmation of this Amendment Guarantor Document referred to secure in Section 1(a)(ii) above. Each reaffirmation is a “Loan Document” and all of the Obligations arising under or pursuant to and as defined references herein, in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains to the “Guaranty” or to any specific Loan Document (c) included in full force the definition of Guaranty shall be deemed to include the reaffirmation of such Guaranty. (d) Concurrently herewith, each Credit Facility Guarantor is executing and effect delivering to Administrative Agent the Reaffirmation of Contribution Agreement referred to in Section 1(a)(iii) above. Such reaffirmation is a “Loan Document” and is hereby ratified all references herein, in the Credit Agreement and reaffirmed. The execution of this Amendment shall 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 in the Loan Documents or serve to effect a novation the “Contribution Agreement” shall be deemed to include such reaffirmation. (e) Concurrently herewith, Borrower and the OP Guarantor are executing and delivering to Administrative Agent the Reaffirmation of the ObligationsReimbursement Agreement referred to in Section 1(a)(iv) above. Such reaffirmation is a “Loan Document” and all references herein, in the Credit Agreement and in the Loan Documents to the “Reimbursement Agreement” shall be deemed to include such reaffirmation. (f) Concurrently herewith, Property Manager is executing and delivering to Administrative Agent the Reaffirmation of Property Manager’s Consent and Subordination Agreement referred to in Section 1(a)(v) above. Such reaffirmation is a “Loan Document” and all references herein, in the Credit Agreement and in the Loan Documents to the “Property Manager’s Consent” shall be deemed to include such reaffirmation.

Reaffirmation. Each In connection with the execution and delivery of the Loan Parties Credit Agreement, each Credit Party, as debtor, grantor, mortgagor, pledgor, guarantor, assignor, or in other any other similar capacity capacities in which such Loan Credit Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity properties or otherwise acts as accommodation party, indemnitor guarantor or guarantorindemnitor, as the case may be, hereby (i) acknowledgesin any case under the Existing Credit Support Documents, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligationsobligations and obligations to indemnify, contingent or otherwise, under each of the Loan such Existing Credit Support Documents to which it is a party, and each Credit Party hereby ratifies and reaffirms such Credit Party’s grant of liens on or security interests in its properties pursuant to such Existing Credit Support Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for the “Obligations” under or otherwise guaranteed with respect to the Borrowers’ Existing Credit Agreement, and confirms and agrees that such liens and security interests hereafter secure all of the Obligations, including, without limitation, all additional Obligations resulting from the Credit Agreement, in each case as if each reference in such Existing Credit Support Documents to the obligations secured thereby are construed to hereafter mean and refer to such Obligations under the Credit Agreement. Each of the Domestic Subsidiaries hereby consents to the terms and conditions of the Credit Agreement and reaffirms its guaranty of all of the Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees Agreement (A) that any reference to “Obligations” contained in any Loan Documents shall includeincluding, without limitation, all additional Obligations resulting from the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such ObligationsAgreement). Each of the Loan Credit Parties hereby consents to this Amendment acknowledges receipt of a copy of the Credit Agreement and acknowledges that each of the Loan Existing Credit Support Documents remains in full force and effect and is hereby ratified and reaffirmedconfirmed. The execution of this Amendment Master Reaffirmation shall not operate as a waiver of any right, power or remedy of the Agent or Lendersany Lender, nor constitute a waiver of any provision of any of the Loan Existing Credit Support Documents or serve to effect nor constitute a novation of any of the ObligationsObligations under the Credit Agreement or Existing Credit Support Documents.

Reaffirmation. Each of a. To induce the Loan Parties as debtorLenders party hereto and Administrative Agent to enter into this Sixth Amendment, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Credit Parties hereby acknowledges and reaffirms its obligations under each Credit Document to which it is a party, in each case, as amended, restated, supplemented or otherwise modified prior to or as of the date hereof. Borrower acknowledges and agrees that each of the Credit Documents to which it is a party (after giving effect hereto)) or otherwise bound shall continue in full force and (ii) to the extent such Loan Party pledgedeffect, granted liens on or security interests in (or any other similar rights) any that all of its property pursuant obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Sixth Amendment. b. In furtherance of the foregoing Section 6(a), each Credit Party, in its capacity as a Guarantor under any Guaranty to any which it is a party (in such capacity, each a “Reaffirming Loan Document as security for or otherwise guaranteed Guarantor”), reaffirms its guarantee of the Borrowers’ Guaranteed Obligations under or with respect to the Loan Documents, acknowledges, ratifies terms and reaffirms conditions of such guarantee and grant of security interests and liens and confirms Guaranty and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents Guaranty remains in full force and effect to the extent set forth in such Guaranty and is after giving effect to this Sixth Amendment. Each Reaffirming Loan Guarantor hereby ratified and reaffirmed. The execution confirms that it consents to the terms of this Sixth Amendment and the Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) confirms that each Credit Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents, the payment and performance of the Guaranteed Obligations, including, without limitation, the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of each Guarantor now or hereafter existing; (ii) acknowledges and agrees that its Guaranty and each of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not operate as a be impaired or limited by the execution or effectiveness of this Sixth Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Beneficiary that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Credit Documents. c. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Sixth Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to this Sixth Amendment and (ii) nothing in the Credit Agreement, this Sixth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of any right, power or remedy the terms 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 ObligationsCredit Agreement.

Reaffirmation. (a) Each of the Loan Parties Existing Borrower, as borrower, debtor, grantor, mortgagor, pledgor, guarantor, guarantor or assignor, or in other any other similar capacity capacities in which such Loan Party Person grants liens Liens or security interests in its property, proxy rights with respect to its owned or issued equity the Collateral or otherwise acts as an accommodation party, indemnitor party or guarantor, as the case may be, in any case under the Loan Documents, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment payment, performance and performance obligationsobservance obligations and liabilities, whether contingent or otherwise, under each of the Loan Documents Document to which it is a party (after giving effect hereto)) party, and (ii) to the extent such Loan Party pledged, Person granted liens Liens on or security interests in (or any other similar rights) any of its property the Collateral pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations and the obligations, liabilities and indebtedness of such Person under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, Liens and security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to interests hereafter secure all of the Obligations arising and the other obligations, indebtedness and liabilities of such Person and the other Borrowers, as applicable, under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality Loan Documents. (b) Each Existing Borrower acknowledges receipt of a copy of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such other Loan Documents shall include executed and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment delivered in connection therewith and acknowledges that each of the Loan Documents remains in full force and effect and hereby is hereby ratified and reaffirmedconfirmed. The execution and delivery of this Amendment Agreement, and the performance of Existing Borrowers’ obligations hereunder, shall not (i) operate as a waiver of any right, power or remedy of the Agent or Lendersany Lender, (ii) constitute a waiver of any provision of any of the Loan Documents Documents, or serve to effect (iii) constitute a novation of any of the ObligationsObligations or other obligations under the Loan Documents. Each Borrower agrees that this Agreement constitutes a “Loan Document” under the Credit Agreement.

Reaffirmation. Each of Borrower and each other Obligor (including those that that become party hereto after the Loan Parties date hereof), in its respective capacity as a Borrower, debtor, obligor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party party acts as direct or indirect, or primary or secondary, obligor, accommodation party or guarantor or grants liens or security interests in its property, proxy rights with respect or to its owned properties hereunder or issued equity under any other Loan Document, hereby acknowledges and agrees to be bound by the provisions of Section 2.17 (including, without limitation, the 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 acts as accommodation party, indemnitor or guarantor, as the case may be, negatively affecting any obligations heretofore provided) hereby (i) acknowledges, ratifies acknowledges and reaffirms agrees that all Obligations constitute valid in connection with and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)to any Benchmark Cessation Changes: (a) its Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (iib) to the extent such Loan Party pledgedits grant of a guarantee, granted liens on pledge, assignment or any other accommodation, lien or security interests in (or to its properties relating to this Agreement or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentsshall continue, acknowledgesbe ratified and be affirmed, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights shall remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under and shall not be novated, discharged or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement otherwise impaired and (Bc) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains and its obligations thereunder (contingent or otherwise) shall continue, be ratified and be affirmed and shall remain in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver be novated, discharged or otherwise impaired. In addition, each Obligor hereby fully waives any requirements to notify such Obligor of any right, power or remedy Benchmark Cessation Changes (except as expressly provided in Section 2.17). In furtherance of the Agent or Lendersforegoing, constitute a waiver each Obligor hereby (i) appoints Administrative Borrower and Administrative Borrower hereby accepts such appointment as its agent, attorney-in-fact and representative for purposes of the delivery of any provision of 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 Loan Documents foregoing provisions of this Section 9.25 and Section 2.17 and (ii) hereby authorizes Administrative Borrower to take such actions, execute, acknowledge, and deliver, or serve cause to effect a novation 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 2.17 on its behalf. From time to time, Administrative Borrower (both in its individual capacity and in its capacity as agent, agent, attorney-in-fact and representative of each other Obligor pursuant to the Obligationsimmediately 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 Lender may reasonably request for the purposes of implementing or effectuating the provisions of Section 2.17, or of renewing, continuing, reaffirming or ratifying the rights of Lender with respect to the Obligations or the Collateral.

Reaffirmation. (a) Each Loan Party hereby (i) expressly acknowledges the terms of the Credit Agreement, (ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by the undersigned, (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, (iv) agrees that each Security Document secures all Obligations of the Loan Parties as debtorin accordance with the terms thereof and (v) confirms this Amendment does not represent a novation of any Loan Document. Each Loan Party ratifies and confirms that all Liens granted, grantor, pledgor, guarantor, assignorconveyed, or assigned to the Administrative Agent by such Person pursuant to each Loan Document to which it is a party remain in other any other similar capacity in which such full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations. (b) Each Loan Party grants liens or security interests hereby reaffirms, as of the Seventh Amendment Effective Date, (i) the covenants and agreements contained in its propertyeach Loan Document to which it is a party, proxy rights including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated thereby, and (ii) as applicable with respect to Domestic Loan Parties, its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantorguarantee of payment of the Obligations pursuant to Article IX of the Credit Agreement and its grant of Liens on the Collateral to secure the Obligations. (c) Each Loan Party hereby certifies that, as of the case may bedate hereof (immediately after giving effect to the occurrence of the Seventh Amendment Effective Date and the effectiveness of the Amendment), hereby (i) acknowledges, ratifies the representations and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of warranties made by it contained in the Loan Documents to which it is a party (after giving are true and correct in all material respects with the same effect hereto)) and (ii) as if made on the date hereof, except to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for representation or otherwise guaranteed the Borrowers’ Obligations under warranty refers or with respect pertains solely to a date prior to the Loan Documents, acknowledges, ratifies date hereof (in which case such representation and reaffirms warranty was true and correct in all material respects as of such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each earlier date). (d) Each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges confirms that each of the Loan Documents remains Document to which it is a party is and shall continue to be in full force and effect and is the same are hereby ratified and reaffirmed. The execution confirmed in all respects (in the case of the Credit Agreement, in each case as modified hereby). (e) Each Loan Party hereby acknowledges and agrees that the acceptance by the Administrative Agent and each applicable Lender of this Amendment document shall not operate as a waiver be construed in any manner to establish any course of dealing on such Person’s part, including the providing of any right, power notice or remedy of the Agent or Lenders, constitute a waiver requesting of any provision of acknowledgment not otherwise expressly provided for in any of the Loan Documents Document with respect to any future amendment, waiver, supplement or serve other modification to effect a novation of the Obligationsany Loan Document or any arrangement contemplated by any Loan Document.

Reaffirmation. Each of the Loan Credit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Credit Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor party or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Credit Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Borrower’s Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, interests and liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to hereafter secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligationsamended hereby. Each of the Loan Credit Parties hereby consents to this Third Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The Except as expressly set forth herein, the execution of this Third Amendment shall 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 (as the same may be amended, supplemented or otherwise modified from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and ▇▇▇▇▇▇▇ 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 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 or any other consulting arrangement for which Consultant may be engaged by Agent in connection with the 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 the Credit Parties’ senior management and professionals and (z) all expenses incurred by Agent in connection with any of the foregoing shall constitute Obligations and shall be paid by the Credit Parties (or the Credit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent (and notwithstanding the waiver set forth in Section 2 hereof).

Reaffirmation. (A) Each of Holdings, the Loan Parties as debtorBorrower and the Subsidiary Guarantors (each, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, a “Reaffirming Party”) hereby (ia) acknowledgesaffirms and confirms its guarantees, ratifies pledges, grants of Liens, covenants, agreements and reaffirms that all Obligations constitute valid and existing “Obligations” other commitments under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (iib) to the extent such Loan Party pledged, granted liens on or security interests in agrees that (or any other similar rightsi) any of its property pursuant to any such each Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain which it is a party shall continue to be in full force and effect notwithstanding effect, (ii) all obligations and liabilities of the effectiveness of Borrower under the Original Credit Agreement, as amended pursuant to this Amendment to secure all No. 2, constitute “Guaranteed Obligations” under and as defined in each of the Obligations arising Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under or the Original Credit Agreement, as amended pursuant to this Amendment No. 2 constitute “Secured Obligations” under and as defined in the Amended Credit Agreement. Without limiting Pledge Agreement and are secured by and entitled to the generality benefits of the foregoingPledge Agreement and the other Security Documents, each Loan Party further agrees (Aiv) that any reference to all obligations and liabilities of Holdings under the Holdings Guaranty and Pledge Agreement constitute “Secured Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” under and as such term is defined in the Amended Credit Holdings Guaranty and Pledge Agreement and are secured by and entitled to the benefits of the Holdings Guaranty and Pledge Agreement and (Biv) that the related guarantees and all guarantees, pledges, grants of security contained in such Loan Documents shall include Liens, covenants, agreements and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of other commitments under the Loan Documents remains and all Liens granted under the Security Documents shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties and shall not be impaired or discharged hereby or by the transactions contemplated hereby. (B) The representations and warranties of each Reaffirming Party set forth in the Loan Documents to which it is hereby ratified a party are, after giving effect to hereto, true and reaffirmedcorrect in all material respects on and as of the Amendment No. The execution 2 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case they shall be true and correct in all material respects as of such earlier date; provided, that, to the extent that any such representations and warranties are qualified by materiality, material adverse effect or similar language, such representations and warranties shall be true and correct in all respects. (C) After giving effect hereto, neither the amendment of the Original Credit Agreement effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Amendment No. 2 (i) 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 Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. (D) Each of the Borrower and the Subsidiary Guarantors represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment No. 2, no Default or Event of Default has occurred and is continuing. (E) This Amendment No. 2 is a Loan Document. (F) This Amendment No. 2 shall 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 ObligationsOriginal Credit Agreement or any other Loan Document.

Reaffirmation. Each of the Loan Credit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Credit Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor party or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Credit Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Borrower’s Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, interests and liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to hereafter secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligationsamended hereby. Each of the Loan Credit Parties hereby consents to this Tenth Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The Except as expressly set forth herein, the execution of this Tenth Amendment shall 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 (as the same may be amended, supplemented or otherwise modified from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and ▇▇▇▇▇▇▇ 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 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 or any other consulting arrangement for which Consultant may be engaged by Agent in connection with the 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 the Credit Parties’ senior management and professionals and (z) all expenses incurred by Agent in connection with any of the foregoing shall constitute Obligations and shall be paid by the Credit Parties (or the Credit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent.

Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, (a) The Company hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under expressly acknowledges the Amended terms of the Credit Agreement (as amended by this Amendment), (ii) ratifies and affirms its obligations under the Loan Papers (including guarantees and security agreements) (as amended by this Amendment) executed by the Company, (iii) acknowledges, renews and extends its continued liability under all of its payment such Loan Papers (as amended by this Amendment) and performance obligationsagrees such Loan Papers remain in full force and effect, contingent or otherwise, under each (iv) agrees that the Aircraft Mortgage secures all Obligations of the Company in accordance with the terms thereof and (v) confirms this Amendment does not represent a novation of any Loan Documents Paper. The Company ratifies and confirms that all Liens granted, conveyed, or assigned to the Collateral Agent pursuant to each Loan Paper to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment effect, are not released or reduced, and continue to secure all full payment and performance of the Obligations arising under (in each case other than as any such Liens have been released or pursuant reduced from time to and time in accordance with the Loan Papers prior to the date hereof). (b) The Company hereby reaffirms, as defined in the Amended Credit Agreement. Without limiting the generality of the foregoingFourth Amendment Effective Date, the covenants and agreements contained in each Loan Party further agrees (A) that any reference Paper to “Obligations” contained which it is a party, as modified and in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents effect immediately after giving effect to this Amendment and the transactions contemplated thereby. (c) The Company hereby acknowledges and agrees that the acceptance by each of the Loan Documents remains in full force Co-Administrative Agent and effect and is hereby ratified and reaffirmed. The execution each applicable Bank of this Amendment document shall not operate as a waiver be construed in any manner to establish any course of dealing on such Person’s part, including the providing of any right, power notice or remedy of the Agent or Lenders, constitute a waiver requesting of any provision acknowledgment not otherwise expressly provided for in any Loan Paper with respect to any future amendment, waiver, supplement or other modification to any Loan Paper or any arrangement contemplated by any Loan Paper. [Remainder of any of the Loan Documents or serve to effect a novation of the Obligationspage intentionally blank.]

Reaffirmation. Each Subject to any limitations on its obligations expressly stated in the Loan Documents to which it is a party, Holdings, Borrower and each Loan Party, as of the Loan Parties as debtorFirst Amendment Effective Date, grantor(i) acknowledges and agrees that all of its obligations (including, pledgorfor the avoidance of doubt, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights obligations with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (iIncremental Term Loans) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment Guarantees set out in the Loan Guaranty and performance obligations, contingent or otherwise, under each of any other guaranties in the Loan Documents to which it is a party (after giving effect hereto)) are reaffirmed and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding on a continuous basis as and to the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined extent provided in the Amended Credit Agreement. Without limiting the generality of the foregoingLoan Documents, (ii) reaffirms each Lien granted by each Loan Party further agrees (A) that any reference to “Obligations” contained the Administrative Agent for the benefit of the Secured Parties and reaffirms the Guarantees made pursuant to the Loan Guaranty as and to the extent provided in any the Loan Documents shall include(in each case, without limitationincluding, for the “Obligations” as such term is defined in avoidance of doubt, with respect to the Amended Credit Agreement Incremental Term Loans) and (Biii) acknowledges and agrees that the related guarantees and grants of security contained in such Loan Documents shall include interests by and extend to such Obligations. Each the Guarantees of the Loan Parties hereby consents to this Amendment and acknowledges that each of contained in the Loan Guaranty and the Collateral Documents remains (in each case, including, for the avoidance of doubt, with respect to the Incremental Term Loans) are, and shall remain, in full force and effect after giving effect to this Amendment as and is hereby ratified and reaffirmedto the extent provided in the Loan Documents. The execution of Nothing contained in this Amendment shall not operate be construed as a waiver of any right, power substitution 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 Obligationsobligations outstanding under the Amended Credit Agreement or the other Loan Documents, which shall remain in full force and effect, except to any extent modified hereby. Each of Holdings and each Subsidiary Guarantor, acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Loan Party is not required by the terms of the Existing Credit Agreement, the Amended Credit Agreement or any other Loan Document (in each case, including, for the avoidance of doubt, Liens and Guarantees with respect to the Incremental Term Loans) to consent to the amendment to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Existing Credit Agreement, the Amended Credit Agreement, this Amendment or any Loan Document shall be deemed to require the consent of such Loan Party to any future amendments to the Amended Credit Agreement.

Reaffirmation. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, Obligors hereby reaffirms (ia) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, obligations under each of the Loan Transaction Documents to which it is a party to, including, without limitation, all of the outstanding indebtedness owing under the Amended and Restated Note and the Second Senior Note, and agrees that this Agreement, the New Senior Note and all documents, agreements and instruments executed in connection herewith and therewith and the consummation of the transactions contemplated hereby and thereby do not operate to reduce or discharge any Obligor’s obligations under such Transaction Documents or constitute a novation of any indebtedness or other obligations under any Transaction Documents, and (after giving effect hereto)b) the continuing security interests in its respective assets granted in favor of the Purchaser pursuant to each of the Security Documents. Each of the Obligors hereby (i) acknowledges and consents to the transactions contemplated by, and the execution and delivery of, this Agreement, the New Senior Note and the New Pay Proceeds Letter, (ii) to in the extent such Loan Party pledgedcase of the Subsidiary Guarantors, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms acknowledges and agrees that such pledgesits guarantee of the Obligations includes, security interestswithout limitation, liens all principal, interest, fees and other similar rights amounts now or hereafter due by the Company under each Senior Note and the other Note Documents, (iii) in the case of the Subsidiary Guarantors, ratifies all the provisions of, and reaffirms its obligations under, the guarantee set forth in Article 4 of the Purchase Agreement and each other Note Document to which it is a party and confirms that all provisions of each such document are and shall remain in full force and effect notwithstanding in accordance with its terms, and (iv) reaffirms the effectiveness of this Amendment to secure all continuing security interests in its assets granted in favor of the Obligations arising under or Purchaser pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 ObligationsSecurity Documents.

Reaffirmation. Each The Company and each of the Loan Parties its respective Subsidiaries ------------- (other than MPM), as debtorguarantors, grantordebtors, pledgorgrantors, guarantorpledgors (including in connection with any negative pledges), assignorassignors, or in other any other similar capacity capacities in which such Loan Party grants parties guarantee the Obligations, grant liens or security interests in its property, proxy rights with respect to its owned or issued equity their properties or otherwise acts act as accommodation party, indemnitor or guarantorparties, as the case may be, in any case under the Loan Documents, hereby (i) acknowledges, each ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including 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 a party (after giving effect hereto)) and (ii) and, to the extent such Loan Party pledged, party granted liens on or security interests in (or any other similar rights) any of its property properties pursuant to any such existing Loan Document Documents as security for or otherwise guaranteed the Borrowers’ Obligations Company's obligations under or with respect to the Loan DocumentsCredit Agreement, acknowledges, each hereby ratifies and reaffirms such guarantee and grant of liens and security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to security interests hereafter secure all of the Obligations arising under or pursuant to and Obligations, in each case as defined if each reference in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any such existing Loan Documents shall include, without limitation, to the “Obligations” as obligations secured thereby are construed to hereafter mean and refer to such term is defined in Obligations under the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such other Loan Documents shall include and extend to such Obligationsas hereby amended. Each of the Loan Parties foregoing hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmedconfirmed. The execution of this Amendment Agreement shall not operate as a novation, waiver of any right, power or remedy of the Agent or Lenders, Lender nor constitute a waiver of any provision of any of the Loan Documents or serve Documents, except as expressly set forth herein and shall be limited to effect a novation the particular instance expressly set forth. The Company and each of the Obligationsforegoing Persons confirm and agree that the Guaranty and the Security 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 date only), warranty and provision set forth therein are, and shall continue to be, in full force and effect and are hereby confirmed, reaffirmed and ratified in all respects.

Reaffirmation. Each (a) To induce the First Incremental Term Loan Lenders and Administrative Agent to enter into this Amendment No. 1, each of the Loan Parties as debtorhereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, grantorincluding, pledgorwithout limitation, guarantorany grant, assignor, pledge or in other any other similar capacity in which such Loan Party grants liens collateral assignment of a lien or security interests interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the date hereof (including as amended pursuant to this Amendment No. 1 and the incurrence of First Incremental Term Loans hereunder) (collectively, the “Reaffirmed Documents”). The Borrower acknowledges and agrees that 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 Amendment No. 1. (b) In furtherance of the foregoing Section 6(a), each Loan Party, in its propertycapacity as a Guarantor under any Guarantee to which it is a party (in such capacity, proxy rights with respect each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Guaranteed Obligations under the terms and conditions of such Guarantee and agrees that such Guarantee remains in full force and effect to its owned or issued equity or otherwise acts as accommodation partythe extent set forth in such Guarantee and after giving effect to this Amendment No. 1 and the incurrence of the First Lien Incremental Term Loans, indemnitor or guarantorand is hereby ratified, as reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the case may beterms of this Amendment No. 1 and the Credit Agreement and that the principal of, hereby the interest and premium (iif any) acknowledgeson, ratifies and reaffirms that all Obligations fees related to, the First Incremental Term Loans constitute valid and existing “Obligations” under the Amended Credit Agreement Loan Documents. Each Reaffirming Loan Guarantor hereby (including i) acknowledges and agrees that its Guarantee 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 Amendment No. 1, (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 obligations, contingent or otherwise, of all Obligations under each of the Loan Documents to which it is a party (after giving effect hereto)(including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 1 and the incurrence of the First Incremental Term Loans) and (iiiii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. (c) In furtherance of the foregoing Section 6(a), each of the Loan Parties that is party to any Security Document, in its capacity as a Pledgor (as defined in such Security Document) under such Security Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 1 and the transactions contemplated hereby, including the extension of credit in the form of the First Incremental Term Loans. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Agreement and each other Loan Document (in each case, to the extent a party thereto) to secure the Obligations (including all such Loan Party pledgedObligations as amended, granted liens on or security interests in (or any other similar rights) any of its property reaffirmed and/or increased pursuant to any such Loan Document as security for or otherwise guaranteed this Amendment No. 1 and the Borrowers’ Obligations under or with respect to incurrence of the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms First Incremental Term Loans) and agrees that such pledges, security interests, liens and other similar rights interests remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreementare hereby ratified, reaffirmed and confirmed. Without limiting the generality of the foregoing, each Each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) hereby confirms that the related guarantees security interests granted by such Reaffirming Grantor under the terms and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each conditions of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate secure the First Incremental Term Loans 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 part of the Obligations. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 1 and the incurrence of the First Incremental Term Loans), as the case may be, including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each Guarantor and Pledgor now or hereafter existing, (ii) confirms its respective grant to the Administrative Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Pledgor’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 1 and the incurrence of the First Incremental Term Loans), subject to the terms contained in the applicable Loan Documents, and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Security Documents to which it is a party. (d) Each Guarantor acknowledges and agrees that (i) such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to this Amendment No. 1 and (ii) nothing in the Credit Agreement, this Amendment No. 1 or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. (a) Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights hereby agrees that (a) with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents Document to which it is a party (party, after giving effect hereto)) to this Amendment and (ii) to the extent transactions contemplated hereunder, all of its obligations, liabilities and indebtedness under such Loan Party pledgedDocument, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document including guarantee obligations, are hereby confirmed and reaffirmed and shall, except as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentsexpressly set forth herein, acknowledges, ratifies remain unmodified and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding on a continuous basis, (b) nothing contained herein shall (i) create a course of dealing or (ii) except as expressly set forth herein, constitute amendments of the effectiveness of Existing Credit Agreement, the other Loan Documents or any indebtedness described therein and (c) this Amendment to secure all is not a novation of the Obligations arising under or pursuant to and as defined in the Amended Existing Credit Agreement, any other Loan Document or of any credit facility or guaranty or Lien provided thereunder or in respect thereof. The Existing Credit Agreement (as amended hereby), and each other Loan Document shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (b) Without limiting the generality of the foregoing, each Loan Party further agrees Borrower and each Guarantor (Aeach a “Grantor”) that any reference reaffirms its obligations as a grantor under the Security Agreement, including without limitation the grant pursuant to “Obligations” contained Section 1 of the Security Agreement of a security interest to the Administrative Agent for the benefit of the Secured Parties in any Loan Documents shall include(and the collateral assignment to the Administrative Agent for the benefit of the Secured Parties of) the property and property rights constituting Collateral (as defined in Section 1 of the Security Agreement) of such Grantor or in which such Grantor has or may have or acquire an interest or the power to transfer rights therein, without limitationwhether now owned or existing or hereafter created, acquired or arising and wheresoever located, as security for the “Obligations” payment and performance of such Grantor’s respective Secured Obligations (as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 ObligationsSecurity Agreement).

Reaffirmation. (a) Each of the Loan Parties as debtorExisting Guarantors and the Company hereby affirm and agree that the execution and delivery by the Company of the Credit Amendment and the performance by the Company of its Obligations under the Credit Agreement shall not in any way amend, grantorimpair, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity invalidate or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby affect: (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights1) any of the obligations of such Existing Guarantor or the rights of the Administrative Agent and the Lenders under the Guaranty of such Existing Guarantor, (2) any of the obligations of such Existing Guarantor or the rights of the Administrative Agent and the Lenders under the Guarantor Security Agreement of such Existing Guarantor, (3) any of the obligations of such Existing Guarantor or the Company or the rights of the Administrative Agent and the Lenders under the Guarantor Subordination Agreement of such Existing Guarantor, or (4) any of the obligations of such Existing Guarantor or the Company or the rights of the Administrative Agent and the Lenders under any other document or instrument made or given by the Existing Guarantor or the Company in connection with any of the foregoing; (b) Each of the Existing Foreign Subsidiaries and the Company hereby affirm and agree that the execution and delivery by the Company of the Credit Amendment and the performance by the Company of its property pursuant to Obligations under the Credit Agreement shall not in any such Loan Document as security for way amend, impair, invalidate or otherwise guaranteed affect: (1) any of the Borrowers’ Obligations obligations of such Existing Foreign Subsidiary or the Company or the rights of the Administrative Agent and the Lenders under the Foreign Subsidiary Subordination Agreement of such Existing Foreign Subsidiary, or (2) any of the obligations of such Existing Foreign Subsidiary or the rights of the Administrative Agent and the Lenders under any other document or instrument made or given by the Existing Foreign Subsidiary in connection with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant foregoing; (c) Each of security interests and liens and confirms the Existing Guarantors hereby affirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and terms: (1) “Guaranteed Obligations” as defined used in the Amended Credit Agreement. Without limiting the generality Guaranty of the foregoingsuch Existing Guarantor, each Loan Party further agrees (A2) that any reference to “Guarantor Obligations” contained as used in any Loan Documents shall the Guarantor Security Agreement of such Existing Guarantor, and (3) “Senior Obligations” as used in the Guarantor Subordination Agreement of such Existing Guarantor include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each Obligations of the Loan Parties hereby consents to this Amendment and acknowledges that each of Company under the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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.Credit Agreement;

Reaffirmation. (a) The Borrower (for purposes of this Section 5, the “Reaffirming Loan Party”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each of reference to the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or Security Agreement in other any other similar capacity this Section 5 shall refer to the meaning given such term in which such the Restated Credit Agreement after giving effect to the amendments thereto contemplated hereby. The Reaffirming Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby further (i) acknowledgesacknowledges 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 the Restated Credit Agreement, ratifies including all such obligations in respect of the Commitments and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement Loans incurred thereunder (including all such obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (ii) confirms its payment guarantees, pledges and performance obligationsgrants of security interests, contingent or otherwiseas applicable, under each of the Loan Documents to which it is a party party, (after giving effect hereto)iii) and (ii) hereby grants to the extent such Loan Party pledgedAdministrative Agent, granted liens on or security interests its successors and assigns, for the benefit of the Secured Parties (as defined in (or any other similar rights) any of its property pursuant to any such Loan Document the Security Agreement), as security for the payment or otherwise guaranteed performance, as the Borrowers’ Obligations under or with respect to the Loan Documentscase may be, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force of the Secured Obligations (as defined in the Security Agreement), a security interest in of its all right, title and effect 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 Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees transactions contemplated hereby, its guarantees, pledges and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that interests, as applicable, under each of the Loan Documents remains to which it is party shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties (and shall be determined after giving effect to this Agreement). (b) The Reaffirming Loan Party hereby irrevocably authorizes the Administrative Agent (or its designee) at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral (as defined in the Security Agreement) as “all assets, whether now owned or hereafter acquired” of the Reaffirming Loan Party or words of similar effect or of a lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including, if necessary, whether the Reaffirming Loan Party is hereby ratified an organization, the type of organization and reaffirmedany organizational identification number issued to the Reaffirming Loan Party. The execution of this Amendment shall not operate as a waiver of Reaffirming Loan Party agrees to provide the information required for any right, power or remedy of such filing to the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligationspromptly upon request.

Reaffirmation. Each of the Loan Parties Party, as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party Person grants liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor party or guarantor, as the case may be, in each case, pursuant to any Loan Document, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under the Amended Credit Agreement and each of the other Loan Documents Document to which it is a party (after giving effect heretoto this Amendment and all transactions effected or contemplated hereby, including, without limitation, the Release)) , and (ii) to the extent such Loan Party pledged, Person granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document Security Documents as security for or otherwise guaranteed the Borrowers’ Obligations or Guaranteed Obligations, as applicable, under or with respect to the Loan DocumentsDocuments (except, acknowledgesin each case, to the extent heretofore expressly released and not subsequently re-encumbered pursuant to any Security Document), ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, interests and liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to hereafter secure all of the Obligations arising under or pursuant to and Guaranteed Obligations, as defined in the Amended Credit Agreementapplicable, as amended hereby. Without limiting the generality of the foregoing, each Each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and the transactions contemplated hereby (including, without limitation, the Release) and acknowledges that the Amended Credit Agreement and each of other Loan Document (after giving effect to this Amendment and all transactions effected or contemplated hereby, including, without limitation, the Loan Documents Release) remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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.

Reaffirmation. (a) Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights hereby agrees that (a) with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents Document to which it is a party (party, after giving effect hereto)) to this Amendment and (ii) to the extent transactions contemplated hereunder, all of its obligations, liabilities and indebtedness under such Loan Party pledgedDocument, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document including guarantee obligations, are hereby confirmed and reaffirmed and shall, except as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentsexpressly set forth herein, acknowledges, ratifies remain unmodified and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness on a continuous basis and (b) nothing contained herein shall (i) create a course of this Amendment to secure all dealing or (ii) except as expressly set forth herein, constitute amendments of the Obligations arising under or pursuant to and as defined in the Amended Existing Credit Agreement, the other Loan Documents or any indebtedness described therein. The Existing Credit Agreement (as amended hereby), and each other Loan Document shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. (b) Without limiting the generality of the foregoing, each Loan Party further agrees Borrower and each Guarantor (Aeach a “Grantor”) that any reference reaffirms its obligations as a grantor under the Security Agreement, including without limitation the grant pursuant to “Obligations” contained Section 1 of the Security Agreement of a security interest to the Administrative Agent for the benefit of the Secured Parties in any Loan Documents shall include(and the collateral assignment to the Administrative Agent for the benefit of the Secured Parties of) the property and property rights constituting Collateral (as defined in Section 1 of the Security Agreement) of such Grantor or in which such Grantor has or may have or acquire an interest or the power to transfer rights therein, without limitationwhether now owned or existing or hereafter created, acquired or arising and wheresoever located, as security for the “Obligations” payment and performance of such Grantor’s respective Secured Obligations (as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 ObligationsSecurity Agreement).

Reaffirmation. (%3) Each of the Loan Reaffirming Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledgeshereby consents to the Amendment Agreement and the transactions contemplated thereby (including, ratifies without limitation, the terms of the Agency Successor Agreement, dated as of July 25, 2014, by and reaffirms among the Former Administrative Agent, the Administrative Agent and the Borrower), (ii) hereby confirms its guarantees (in the case of Holdings) and its pledges, grants of security interests and other agreements (in the case of all Reaffirming Parties), as applicable, under each of the Security Documents and/or the Guaranty and Pledge Agreement to which it is party and (iii) agrees that all Obligations constitute valid notwithstanding the effectiveness of the Amendment Agreement and existing “Obligations” the consummation of the transactions contemplated thereby, 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 (including all or, in the case of the Guaranty and Pledge Agreement, the Credit Agreement Holdco Secured Parties (as defined in the Guaranty and Pledge Agreement)). Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings and the Borrower with Section 5.10 of the Amended Credit Agreement, hereby reaffirms its payment and performance obligations, contingent or otherwise, obligations under each similar provision of each Security Document and the Loan Documents Guaranty and Pledge Agreement to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and further agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this the Amendment to secure all Agreement and the consummation of the Obligations arising under or pursuant transactions contemplated thereby, such obligations shall continue to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains be in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy accrue to the benefit of the Agent or LendersLenders under the Amended Credit Agreement (or, constitute a waiver of any provision of any in the case of the Loan Documents or serve to effect a novation Guaranty and Pledge Agreement, the Credit Agreement Holdco Secured Parties (as defined in the Guaranty and Pledge Agreement)). (a) (i) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrower hereby confirms and agrees that the Term B-4-A Loans, the Term B-4-B Loans, the Term B-5-A Loans, the Term B-5-B Loans, the Term B-6-A Loans, the Term B-6-B Loans and the Term B-7 Loans constitute Loan Document Obligations (as defined in the Collateral Agreement) and (ii) Holdings hereby confirms and agrees that the Revolving Facility Loans, the Swingline Loans, the L/C Obligations, the Term B-4-B Loans, the Term B-5-B Loans, the Term B-6-B Loans and the Term B-7 Loans constitute Holdco Guaranteed Loans (as defined in the Guaranty and Pledge Agreement).

Reaffirmation. Each In connection with the execution and delivery of the Loan Parties as debtorthis Amendment, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledgeseach of the Guarantors (a) hereby consents to this Amendment and the transactions and modifications contemplated thereby, (b) hereby ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, if any, under each of the Loan Documents to which it is a party party, (after giving effect hereto)c) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without without limiting the generality of clause (b), hereby ratifies and reaffirms the foregoingGuarantee Agreement, each Loan Party further (d) acknowledges and agrees (A) that any reference to “Obligations” contained in any Loan Documents shall includethat, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each date hereof, any of the Loan Documents remains to which it is a party or otherwise bound continue in full force and effect and is hereby ratified that all of its obligations thereunder continue to be valid and reaffirmed. The enforceable, shall not be impaired or limited by the execution or effectiveness of this Amendment shall not operate and are hereby reaffirmed and confirmed in all respects, and (e) represents and warrants that all representations and warranties contained in the Guarantee Agreement are true and correct in all material respects on and as a waiver of any right, power or remedy of the Agent date hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date, and (ii) each of the undersigned Loan Parties reaffirms each Lien, if any, it granted pursuant to the Security Documents, which Liens continue, as of the date hereof, to be in full force and effect and continue to secure the Obligations, on and subject to the terms and conditions set forth in the Loan Agreement, the Security Documents and the other Loan Documents. Without limiting the foregoing each undersigned Loan Party hereby confirms that the Guarantee Agreement and all Security Documents, and all Collateral encumbered thereby or Lenderspursuant thereto continue to guarantee or secure, constitute a waiver as the case may be, to the fullest extent possible in accordance with the applicable Security Documents, the payment and performance of any provision of all Obligations, subject, however, in each case, to the limitations set forth herein and therein, as applicable. Each undersigned Loan Party acknowledges and agrees that any of the Loan Documents to which it is a party or serve otherwise bound continue in full force and effect and that all of its obligations thereunder continue to effect a novation be valid and enforceable, shall not be impaired or limited by the execution or effectiveness of the Obligationsthis Amendment.

Reaffirmation. (A) Each of Holdings, the Loan Parties as debtorBorrower and the Subsidiary Guarantors (each, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, a “Reaffirming Party”) hereby (ia) acknowledgesaffirms and confirms its guarantees, ratifies pledges, grants of Liens, covenants, agreements and reaffirms that all Obligations constitute valid and existing “Obligations” other commitments under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (iib) to the extent such Loan Party pledged, granted liens on or security interests in agrees that (or any other similar rightsi) any of its property pursuant to any such each Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain which it is a party shall continue to be in full force and effect notwithstanding effect, (ii) all obligations and liabilities of the effectiveness of Borrower under the Original Credit Agreement, as amended pursuant to this Amendment to secure all No. 3, constitute “Guaranteed Obligations” under and as defined in each of the Obligations arising Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under or the Original Credit Agreement, as amended pursuant to this Amendment No. 3 constitute “Secured Obligations” under and as defined in the Amended Credit Agreement. Without limiting Pledge Agreement and are secured by and entitled to the generality benefits of the foregoingPledge Agreement and the other Security Documents, each Loan Party further agrees (Aiv) that any reference to all obligations and liabilities of Holdings under the Holdings Guaranty and Pledge Agreement constitute “Secured Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” under and as such term is defined in the Amended Credit Holdings Guaranty and Pledge Agreement and are secured by and entitled to the benefits of the Holdings Guaranty and Pledge Agreement and (Biv) that the related guarantees and all guarantees, pledges, grants of security contained in such Loan Documents shall include Liens, covenants, agreements and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of other commitments under the Loan Documents remains and all Liens granted under the Security Documents shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties and shall not be impaired or discharged hereby or by the transactions contemplated hereby. (B) The representations and warranties of each Reaffirming Party set forth in the Loan Documents to which it is hereby ratified a party are, after giving effect to hereto, true and reaffirmedcorrect in all material respects on and as of the Amendment No. The execution 3 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case they shall be true and correct in all material respects as of such earlier date; provided, that, to the extent that any such representations and warranties are qualified by materiality, material adverse effect or similar language, such representations and warranties shall be true and correct in all respects. (C) After giving effect hereto, neither the amendment of the Original Credit Agreement effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Amendment No. 3 (i) 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 Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. (D) Each of the Borrower and the Subsidiary Guarantors represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment No. 3, no Default or Event of Default has occurred and is continuing. (E) This Amendment No. 3 is a Loan Document. (F) This Amendment No. 3 shall 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 ObligationsOriginal Credit Agreement or any other Loan Document.

Reaffirmation. 6.1. Each of Holdings, the Loan Parties as debtorBorrower and the Subsidiary Guarantors (each, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, a “Reaffirming Party”) hereby (ia) acknowledgesaffirms and confirms its guarantees, ratifies pledges, grants of Liens, covenants, agreements and reaffirms that all Obligations constitute valid and existing “Obligations” other commitments under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (iib) to the extent such Loan Party pledged, granted liens on or security interests in agrees that (or any other similar rightsi) any of its property pursuant to any such each Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain which it is a party shall continue to be in full force and effect notwithstanding effect, (ii) all obligations and liabilities of the effectiveness of Borrower under the Existing Credit Agreement, as amended pursuant to this Amendment to secure all No. 5, constitute “Guaranteed Obligations” under and as defined in each of the Obligations arising Holdings Guaranty and Pledge Agreement and the Credit Agreement and are guaranteed by and entitled to the benefits of each of the Holdings Guaranty and Pledge Agreement and the guarantees of the Subsidiary Guarantors set forth in Article III of the Credit Agreement, (iii) all obligations and liabilities of the Borrower and the Subsidiary Guarantors under or the Existing Credit Agreement, as amended pursuant to this Amendment No. 5 constitute “Secured Obligations” under and as defined in the Amended Credit Agreement. Without limiting Pledge Agreement and are secured by and entitled to the generality benefits of the foregoingPledge Agreement and the other Security Documents, each Loan Party further agrees (Aiv) that any reference to all obligations and liabilities of Holdings under the Holdings Guaranty and Pledge Agreement constitute “Secured Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” under and as such term is defined in the Amended Credit Holdings Guaranty and Pledge Agreement and are secured by and entitled to the benefits of the Holdings Guaranty and Pledge Agreement and (Biv) that the related guarantees and all guarantees, pledges, grants of security contained in such Loan Documents shall include Liens, covenants, agreements and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of other commitments under the Loan Documents remains and all Liens granted under the Security Documents shall continue to be in full force and effect and is shall accrue to the benefit of the Secured Parties and shall not be impaired or discharged hereby ratified and reaffirmedor by the transactions contemplated hereby. 6.2. The execution representations and warranties of each Reaffirming Party set forth in the Loan Documents to which it is a party are, after giving effect to hereto, true and correct in all material respects on and as of the Amendment No. 5 Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case they shall be true and correct in all material respects as of such earlier date; provided, that, to the extent that any such representations and warranties are qualified by materiality, material adverse effect or similar language, such representations and warranties shall be true and correct in all respects. 6.3. After giving effect hereto, neither the amendment of the Existing Credit Agreement effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Amendment No. 5 (i) 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 Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. 6.4. Each of the Borrower and the Subsidiary Guarantors represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment No. 5, no Default or Event of Default has occurred and is continuing. 6.5. This Amendment No. 5 is a Loan Document. 6.6. This Amendment No. 5 shall 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 ObligationsExisting Credit Agreement or any other Loan Document.

Reaffirmation. Each of the Loan Parties signatory hereto as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor party or guarantor, as the case may be, hereby (ia) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (iib) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, interests and liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to hereafter secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligationsamended hereby. Each of the Loan Parties signatory hereto hereby consents to this Amendment and acknowledges that each of the Loan Documents (as amended herby) remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations. [Remainder of page intentionally left blank.] [SIGNATURE PAGE TO FOURTH AMENDMENT TO CREDIT AGREEMENT] CITIZENS BANK, N.A., as Lender By: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President

Reaffirmation. Each of the Loan Credit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Credit Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor party or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Credit Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Borrower’s Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, interests and liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to hereafter secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligationsamended hereby. Each of the Loan Credit Parties hereby consents to this Eleventh Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The Except as expressly set forth herein, the execution of this Eleventh Amendment shall 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 (as the same may be amended, supplemented or otherwise modified from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and ▇▇▇▇▇▇▇ 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 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 or any other consulting arrangement for which Consultant may be engaged by Agent in connection with the 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 the Credit Parties’ senior management and professionals and (z) all expenses incurred by Agent in connection with any of the foregoing shall constitute Obligations and shall be paid by the Credit Parties (or the Credit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent.

Reaffirmation. Each of the Loan Parties Reaffirming Parties, as debtorparty to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, grantorin each case as amended, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity supplemented or otherwise acts as accommodation party, indemnitor or guarantor, as the case may bemodified from time to time, hereby (i) acknowledges, ratifies acknowledges and reaffirms agrees that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment obligations under the Credit Agreement, the Collateral Documents and performance obligations, contingent or otherwise, under each of the Loan other Credit Documents to which it is a party (after giving effect hereto)) are reaffirmed and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoingon a continuous basis, each Loan Party further agrees (ii) reaffirms (A) that any reference each Lien granted by it to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in Administrative Agent for the Amended Credit Agreement benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the related guarantees and grants of security interests by it contained in such Loan Documents any Collateral Document to which it is a party shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains remain, in full force and effect after giving effect to this Amendment, and is hereby ratified (iv) agrees that the Obligations include, among other things and reaffirmedwithout 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 Revolving Loans under the Amended Agreement. The execution of Nothing contained in this Amendment shall not operate be construed as a waiver of any right, power substitution 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 Obligationsobligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

Reaffirmation. Each The Borrower hereby reaffirms that, as of the Loan Parties as debtordate of this Amendment, grantor, pledgor, guarantor, assignor, or the representations and warranties made by the Borrower in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies Securities Purchase Agreement and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents are true and correct as though made on and as of the date hereof, subject only to which it the revisions to the schedules to the Securities Purchase Agreement and Indenture as are reflected in the schedules attached hereto and further, the Borrower represents that, 5.1.1 As of the date hereof, no Default or Material Adverse Effect has occurred and is continuing except as previously disclosed to the Agent in writing. 5.1.2 The execution, delivery and performance by the Borrower or the Guarantors of this Amendment and the other Loan Documents and all instruments and documents to be delivered by the Borrower or the Guarantors, to the extent a party thereto, hereunder and thereunder and the creation of all Liens provided for herein and therein: (after giving effect hereto)i) and are within the Borrower's or such Guarantor's corporate power; (ii) to have been duly authorized by all necessary or proper corporate action, including the extent such Loan Party pledgedconsent of stockholders, granted liens on members and/or partners therein or security interests thereof; (c) are not in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver contravention of any provision of the Borrower's or such Guarantor's certificate of incorporation, bylaws or similar organizational and/or governing documents; (d) will not violate (1) any law or regulation or (2) any order or decree of any court or governmental instrumentality; (e) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Borrower or any of the Guarantors is a party or by which the Borrower or any of the Guarantors or any of their respective property is bound; (f) will not result in the creation or imposition of any Lien upon any of the property of the Borrower or the Guarantors other than those in favor of the Agent pursuant to the terms of this Amendment and the other Loan Documents to be delivered in connection herewith; and (g) do not require the consent or serve approval of any governmental body, agency, authority or any other Person that has not been duly obtained, made or complied with prior to effect a novation the date hereof. At or prior to the date hereof, each of this Amendment and the other Loan Documents to be delivered in connection herewith shall have been duly executed and delivered for the benefit of or on behalf of the ObligationsBorrower or the Guarantors, in each case to the extent a party thereto, and each shall then constitute a legal, valid and binding obligation of the Borrower or such Guarantor, enforceable against it in accordance with its terms.

Reaffirmation. Each of the Loan Parties Credit Party, as debtorguarantors, grantordebtors, pledgorgrantors, guarantorpledgors (including in connection with any negative pledges), assignorassignors, or in other any other similar capacity capacities in which such Loan Party grants parties guarantee the liabilities and obligations of Borrower, grant liens or security interests in its property, proxy rights with respect to its owned or issued equity their properties or otherwise acts act as accommodation party, indemnitor or guarantorparties, as the case may be, hereby (i) acknowledgesin any case under the Loan Documents, each ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including by signing a counterpart of this Amendment or a separate Acknowledgement hereof) 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 a party (after giving effect hereto)) and (ii) and, to the extent such Loan Party pledged, party granted liens on or security interests in (or any other similar rights) any of its property properties pursuant to any such existing Loan Document Documents as security for or otherwise guaranteed the Borrowers’ Obligations Borrower’s obligations under or with respect to the Loan DocumentsCredit Agreement, acknowledges, each hereby ratifies and reaffirms such guarantee and grant of liens and security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment security interests continue to secure all of the Obligations arising under or pursuant liabilities and obligations of Borrower owing to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such ObligationsLender. Each of the Loan Parties foregoing hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmedconfirmed. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, Lender nor constitute a waiver of any provision of any of the Loan Documents or serve 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 shall continue to be, in full force and effect a novation of the Obligationsand are hereby confirmed, reaffirmed and ratified in all respects.

Reaffirmation. Each of the Loan Credit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Credit Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity property or otherwise acts as accommodation party, indemnitor party or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Credit Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Borrower’s Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, interests and liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to hereafter secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligationsamended hereby. Each of the Loan Credit Parties hereby consents to this Fifth Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The Except as expressly set forth herein, the execution of this Fifth Amendment shall 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 (as the same may be amended, supplemented or otherwise modified from time to time, the “Consulting Agreement”) by and among, inter alia, Agent and ▇▇▇▇▇▇▇ 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 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 or any other consulting arrangement for which Consultant may be engaged by Agent in connection with the 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 the Credit Parties’ senior management and professionals and (z) all expenses incurred by Agent in connection with any of the foregoing shall constitute Obligations and shall be paid by the Credit Parties (or the Credit Parties shall reimburse Agent therefor) within five (5) Business Days after demand by Agent.

Reaffirmation. Each (a) To induce the 2024 Extending Term Lenders, the 2024 Incremental Lender and Administrative Agent to enter into this Ninth Amendment, each of the Loan Parties as debtorhereby acknowledges and reaffirms its obligations under each Loan Document to which it is a party, grantorincluding, pledgorwithout limitation, guarantorany grant, assignor, pledge or in other any other similar capacity in which such Loan Party grants liens collateral assignment of a lien or security interests interest, as applicable, contained therein, in its propertyeach case, proxy rights with respect to its owned or issued equity as amended, restated, supplemented or otherwise acts modified prior to or as accommodation partyof the date hereof (collectively, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies “Reaffirmed Documents”). The Borrower acknowledges and reaffirms agrees that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) or otherwise bound shall continue in full force and (ii) to the extent such Loan Party pledgedeffect, granted liens on or security interests in (or any other similar rights) any that all of its property pursuant obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Ninth Amendment. (b) In furtherance of the foregoing Section 6(a), each Loan Party, in its capacity as a Guarantor under any Guaranty to any which it is a party (in such capacity, each a “Reaffirming Loan Document as security for or otherwise guaranteed Guarantor”), reaffirms its guarantee of the Borrowers’ Guaranteed Obligations under or with respect to the Loan Documents, acknowledges, ratifies terms and reaffirms conditions of such guarantee and grant of security interests and liens and confirms Guaranty and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents Guaranty remains in full force and effect to the extent set forth in such Guaranty and is after giving effect to this Ninth Amendment. Each Reaffirming Loan Guarantor hereby ratified and reaffirmed. The execution confirms that it consents to the terms of this Ninth Amendment shall not operate as and the Term Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2024 Extended Term Loans (including the 2024 Incremental Loans) constitute “Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) confirms that each Loan Document to which it is a waiver of any rightparty or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Loan Documents, power or remedy the payment and performance of the Agent Guaranteed Obligations, including, without limitation, the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of each Guarantor now or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.hereafter existing;

Reaffirmation. (a) Each Loan Party reaffirms its guaranty of the Loan Parties Obligations pursuant to the Credit Agreement as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such amended hereby. Each Loan Party grants liens or security interests in its property, proxy rights with respect hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under amendment of the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under effected pursuant to this Amendment. Each Loan Party hereby confirms that each of the Loan Documents Document to which it is a party (after giving effect hereto)) and (ii) or is otherwise bound will continue to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain be in full force and effect notwithstanding as amended by this Amendment and all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment to secure all Amendment. (b) It is the intention of each of the Obligations arising under or pursuant to and as defined in parties hereto that the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that Security Agreement be amended so as to preserve the related guarantees perfection and grants priority of security contained in such all Liens securing Indebtedness and Obligations under the Credit Agreement and the other Loan Documents shall include and extend to such Obligations. Each that all Indebtedness and Obligations of the Loan Parties hereby consents to thereunder shall be secured by the Liens evidenced under the Security Documents and that neither this Amendment and acknowledges that each nor the transactions contemplated thereby constitute a novation or termination of the Indebtedness and Obligations existing under the Credit Agreement and the other Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any right(or serve to terminate Sections 9.06, power 10.02 or remedy 10.03 of the Agent Credit Agreement or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation Borrowers’ obligations thereunder). The parties hereto further acknowledge and agree that this Amendment constitutes an amendment of the ObligationsCredit Agreement and the Security Agreement made under and in accordance with the terms of Section 10.05 of the Credit Agreement.

Reaffirmation. Each of the Loan Parties as debtorParty, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, capacity under each of the Loan Documents to which it is a party (after giving effect heretoincluding 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 (iias amended hereby) and in each other Loan Document, in each case, to which it is a party, and agrees to be bound by and abide by and operate and perform under and pursuant to and comply fully with all of the terms, conditions, provisions, agreements, representations, undertakings, warranties, guarantees, indemnities and covenants contained in the Credit Agreement and each other 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 pledged, has granted liens on or security interests in (or any other similar rights) any of its property properties or assets pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 to secure the prompt and complete payment, performance and/or observance of all or serve 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 a novation 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 ObligationsLoan Parties.

Reaffirmation. Each of the Loan Parties as debtorBy its signature set forth below, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan each Credit Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid confirms to the Administrative Agent and existing “Obligations” under the Amended Credit Lenders that, after giving effect to this Agreement (including all of its payment and performance obligationsthe transactions contemplated hereby, contingent or otherwise, under each of the Loan Documents Credit Agreement, each Security Document and each other Credit Document to which it such Credit Party is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains continues in full force and effect and is the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles and each Credit Party hereby ratified ratifies and reaffirmedconfirms each such Credit Document. The Except as expressly set forth herein, the execution of this Amendment Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Credit Documents or serve to effect a novation of the Obligations. Each Credit Party (i) acknowledges receipt of a copy of this Agreement and all other agreements, documents and instruments executed and/or delivered in connection herewith, (ii) consents to the terms and conditions of same without prejudice to any Credit Party’s liability pursuant to any of the Credit Documents, (iii) agrees and acknowledges that each of the Credit Documents remains in full force and effect, that such Credit Party’s obligations thereunder are without defense, setoff and counterclaim and that each of the Credit Documents is hereby ratified and confirmed, and (iv) ratifies and reaffirms each waiver of such Credit Party set forth in the Credit Documents to which it is a party. Each Credit Party hereby acknowledges that it has reviewed and consents to the terms and conditions of this Agreement and the transactions contemplated hereby. In addition, each Credit Party reaffirms in all respects the security interests and Liens granted by such Credit Party in and to the Collateral under the terms and conditions of the Security Documents to secure the Obligations and agrees that such security interests and Liens remain in full force and effect and are hereby ratified, reaffirmed and confirmed in all respects.

Reaffirmation. Each If the Company enters into or is a party to a Fundamental Transaction the surviving entity of such Fundamental Transaction (the "Successor Entity"), shall deliver to each of the Loan Parties as debtorHolders, grantorwith a copy to the Trustee, pledgor(a) an affirmation that this Indenture and the Securities shall be a continuing obligation of the Successor Entity, guarantorand a reaffirmation of Successor Entity's obligations under the Transaction Documents following such Fundamental Transaction and (b) a confirmation that there shall be issuable upon conversion of the Securities at any time after the consummation of the Fundamental Transaction, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement Common Stock or such other shares of publicly traded common stock (including all of its payment and performance obligations, contingent or otherwise, under each their equivalent) of the Loan Documents to which it is a party (after giving effect hereto)) and Successor Entity or (ii) if the Successor Entity is not a publicly traded entity following such Fundamental Transaction, in lieu of the shares of the Company's Common Stock (or other securities, cash, assets or other property) issuable upon the conversion of the Securities prior to the extent such Loan Party pledgedFundamental Transaction, granted liens on or security interests in (such shares of stock, securities, cash, assets or any other similar property whatsoever (including warrants or other purchase or subscription rights) any which the Holders would have been entitled to receive upon the happening of its property pursuant such Fundamental Transaction had the Securities been converted immediately prior to such Fundamental Transaction, in each case as adjusted in accordance with the provisions of this Indenture. The provisions of this Section 8.01 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion or redemption of the Securities. In accordance with Article IX such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect Successor Entity shall, where appropriate, enter into a supplemental indenture to evidence its succession to the Loan Documents, acknowledges, ratifies Company and reaffirms such guarantee assumption of the obligations of the Company under this Indenture and grant shall deliver to the Trustee an Officer's Certificate or Opinion of security interests and liens and confirms and agrees Counsel to the effect that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Obligations arising under or pursuant to and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation, the “Obligations” as such term Person is defined in the Amended Credit Agreement and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall 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 ObligationsSuccessor Entity.

Reaffirmation. Subject to Section 12 hereof: (a) Each Reaffirming Party hereby acknowledges that it has reviewed the terms and provisions of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Existing Credit Agreement and the Amended Credit Agreement and consents to (i) the amendment and restatement of the Existing Credit Agreement effected pursuant to this Amendment and the Amended Credit Agreement and (ii) the transactions contemplated by this Amendment and the Amended Credit Agreement. Each Reaffirming Party grants liens or security interests in its property, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, hereby (i) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” its obligations under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) and (ii) to the extent such Loan Party pledgedreaffirms that, granted liens on or security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documents, acknowledges, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such pledges, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all and the consummation of the Obligations arising under or pursuant to and as defined in transactions contemplated hereby (including the Amended amendment of the Existing Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitation), the “Obligations” as such term is defined in the Amended Credit Agreement and (B) that the related guarantees and guarantees, pledges, grants of security contained in interests, Liens and other agreements and obligations of such Loan Documents shall include Reaffirming Party and extend to such Obligations. Each the terms of the Loan Parties hereby consents to this Amendment and acknowledges that each of the Collateral Documents and each other Loan Documents remains Document to which such Reaffirming Party is a party are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and is shall accrue to the benefit of the Secured Parties under the Amended Credit Agreement. (b) Each Reaffirming Party hereby ratified confirms and reaffirmed. The execution agrees that (i) the 2025 Revolving Credit Commitments and 2025 Revolving Credit Loans (upon the funding thereof) shall constitute “Obligations” (or any word of this Amendment shall not operate as like import) under each of the Amended Credit Agreement and Collateral Documents and each other Loan Document, and (ii) the Obligations under the Amended Credit Agreement have been and will continue to be guaranteed pursuant to Article IV of the Amended Credit Agreement and secured pursuant to the Collateral Documents by a waiver legal, valid, binding and enforceable security interest in and a fully perfected continuing Lien on all of any such Reaffirming Party’s right, power or remedy title and interest in, to and under all “Collateral” as defined in the Collateral Documents and the other Loan Documents. (c) Each of the Reaffirming Parties hereby confirms that the Agent is authorized to prepare and file all documents, agreements and instruments and take all other actions necessary to satisfy the perfection requirements and to cause the Lien created by each applicable Collateral Document in respect of the Obligations to be duly perfected to the extent required by such agreement in accordance with all applicable Laws, including the filing of financing statements in such jurisdictions as may be reasonably determined by the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the ObligationsCollateral Agent as necessary.