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 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 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 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. 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. (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. 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 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 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 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 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 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 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 debtorBy executing and delivering a counterpart hereof, 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 Loan Party hereby agrees that, 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 as of the Loan Documents to which it is a party (Fourth Amendment Effective Date and after giving effect hereto)) to this Fourth Amendment, all Obliga-tions of the Borrower shall be guaranteed pursuant to the Guarantee Agreement in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; and (ii) to the extent such each Loan Party pledgedhereby (A) agrees that, granted liens on or notwithstanding the effectiveness of this Fourth Amendment, as of the Fourth Amendment Effective Date and after giving effect to this Fourth Amendment, the Security Documents continue to be in full force and effect, (B) agrees as of the Fourth Amendment Effective Date that all of the Liens and security interests in (or any other similar rights) any of its property pursuant to any such Loan created and arising under each Security 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, and the effectiveness perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for all Obligations under the Loan Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Fourth Amendment) and (C) as of the Fourth Amendment to secure Effective Date, affirms and confirms all of the Obligations arising its obligations and liabilities 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 each other Loan Document (Bincluding this Fourth Amendment) that to which it is a party, in each case, after giving effect to this Fourth Amendment, including its guarantee of the related guarantees Obligations and grants the pledge of and/or grant of a security contained interest in such Loan its assets as Collateral pursuant to the Security Documents shall include and extend to secure such Obligations. Each , all as provided in the Security Documents, and acknowledges and agrees that as of the Loan Parties hereby consents to this Fourth Amendment Effective Date such obligations, liabilities, guarantee, pledge and acknowledges that each of the Loan Documents remains grant continue in full force and effect in respect of, and is hereby ratified to secure, such Obligations under the Amended Credit Agreement and reaffirmed. The execution of the other Loan Documents, in each case after giving effect to 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 ObligationsFourth Amendment.

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 otherwiseParty, under each of the Loan Documents (in each case, where applicable, as amended and restated or otherwise amended or modified as of the Amendment Effective Date pursuant to this Amendment or otherwise) to which it is a party (after giving effect hereto)) including in the capacity of obligor, grantor, mortgagor, pledgor, guarantor, indemnitor and (ii) to the extent assignor, as applicable, and each other similar capacity, if any, in which such Loan Party pledged, has granted liens Liens on or security interests in (all or any other similar rights) any part of its property pursuant to any the properties or assets of such Loan Document as security for Party, or otherwise guaranteed the Borrowers’ Obligations under acts as an accommodation party, guarantor, indemnitor or surety with respect to all or any part of the Secured Obligations), hereby (i) acknowledges agrees that the terms and provisions hereof shall not affect in any way any payment, performance, observance or other obligations or liabilities of the Loan Parties hereunder or under any of the other Loan Documents, acknowledges, ratifies all of which obligations 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 liabilities shall remain in full force and effect notwithstanding and extend to the effectiveness further loans, extensions of credit and other Secured Obligations incurred hereunder and under the Loan Documents, and each of which obligations and liabilities are hereby ratified, confirmed and reaffirmed in all respects, and (ii) acknowledges and agrees that all references in the Credit Agreement to the “Agreement” and all references in the Loan Documents to the “Credit Agreement” shall each refer to the Credit Agreement as amended hereby. Each Loan Party, the Administrative Agent and the Lenders hereby expressly intend that this Amendment shall not in any manner: (a) constitute the refinancing, refunding, payment or extinguishment of the existing Secured Obligations; (b) be deemed to evidence a novation of the outstanding balance of the Secured Obligations; or (c) affect, replace, impair, or extinguish the creation, attachment, perfection or priority of the Liens on the Collateral granted pursuant to any of the Security Documents. Each Loan Party ratifies and reaffirms any and all grants of Liens in the Collateral to the Administrative Agent, for the benefit of the Secured Parties, as security for the Secured Obligations, and each Loan Party acknowledges and confirms that the grant of the Liens in the Collateral to the Administrative Agent, for the benefit of the Secured Parties: (i) represent continuing Liens on all of the Collateral, (ii) secure all of the Obligations arising Secured Obligations, and (iii) represent valid, first-priority Liens on all of the Collateral except to the extent, if any, of Liens permitted under or pursuant to and as defined in Section 5.9 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. 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 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 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 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 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) 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 (a) To induce the Lenders and the Administrative Agent to enter into this 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 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. Each 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 of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “Reaffirming Party”), 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’ 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 secures and will continue to secure, to the effectiveness fullest extent possible in accordance with the Security Documents, the payment and performance of this Amendment the Obligations, including without limitation the payment and performance of all such applicable 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 Administrative Agent 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 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 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 2017 Additional Term 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 2017 Additional Term Loan 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 (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 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 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. (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, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” including the Transactions, (ii) without limiting its obligations under, or the provisions of, the Guarantee Agreement, hereby confirms its respective guarantees, as applicable, under the Amended Credit Agreement Guarantee Agreement, (including all iii) without limiting its obligations under, or the provisions of, the Collateral Agreement, hereby confirms its respective assignments, pledges and grants of its payment and performance obligationssecurity interests, contingent or otherwiseas applicable, under the Collateral Agreement and each of the other Loan Documents to which it is a party party, (after giving effect hereto)iv) and (ii) 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 extent such Loan Party pledged, granted liens on or benefits of the guarantees and the security interests set forth or created in (the Guarantee Agreement, the Collateral Agreement and the other Loan Documents and constitute “Obligations”, “Loan Document Obligations”, “Secured Obligations” or any other similar rightsterm for purposes thereof, (v) 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 Documentshereby agrees that, 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 Transactions, such guarantees, and pledges and grants of security contained in such Loan Documents interests, as applicable, 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 shall not operate as a waiver of any right, power or remedy continue to inure to the benefit of the Lenders and the other Secured Parties and (vi) hereby ratifies and confirms that all 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 effect, are not released or Lendersreduced, constitute a waiver and continue to secure full payment and performance of the obligations under the Credit Agreement (such consents, confirmations and agreements, collectively, the “Reaffirmation”). (b) Each of the Reaffirming Parties further agrees to take any action that may be required or that is requested by the Administrative Agent to ensure compliance by Holdings or the Borrower with the provisions of Section 5.12 of the Credit Agreement and hereby reaffirms its obligations under each similar provision of any of the each Loan Documents or serve Document to effect which it is 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 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 (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)) , Gibraltar Holdings and each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (ii) in such capacity, each a “Reaffirming Party”), 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 (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 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 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 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 (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 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, 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. (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) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under hereby consents to the Amended DIP ABL Credit Agreement and the transactions contemplated thereby, (including all ii) hereby confirms its guarantees, pledges, hypothecs, grants of its payment security interests and performance obligationsother agreements, contingent or otherwiseas applicable, under each of the Security Documents to which it is party, (iii) agrees that notwithstanding the effectiveness of the DIP ABL Credit Agreement and the consummation of the transactions contemplated thereby, such guarantees, pledges, hypothecs, grants of security interests and other agreements shall remain continuous and unaffected in accordance with the provisions of the Security Documents, shall continue to be in full force and effect and, other than in respect of the Security Documents governed by Dutch law and Japanese law (which shall accrue to the benefit of the Administrative Agent), shall accrue to the benefit of the Lenders under the DIP ABL Credit Agreement and the obligations secured thereunder will be the obligations defined as such in the Security Documents as those obligations have been amended pursuant to the DIP ABL Credit Agreement and (iv) acknowledges that the pledges and security interests granted by each Domestic Loan Documents Party under each Security Document to which it is a party shall have the priority and rights set forth in DIP Orders. Each of the Reaffirming 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, Intermediate Holdings and the Borrowers with Section 5.10 of the DIP ABL Credit Agreement and hereby reaffirms its obligations under each similar provision of each Security Document to which it is party. (after giving effect hereto)b) and (ii) Each of the Reaffirming Parties party to each of the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any Security Documents securing the Obligations 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 Borrowers hereby confirms and agrees that such pledgesthe outstanding Loans and Letters of Credit have constituted and continue to constitute, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Loan Document Obligations arising under or pursuant to and (as defined in the Amended Credit Guarantee 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 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) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under hereby consents to the Amended DIP ABL Credit Agreement and the transactions contemplated thereby, (including all ii) hereby confirms its guarantees, pledges, hypothecs, grants of its payment security interests and performance obligationsother agreements, contingent or otherwiseas applicable, under each of the Security Documents to which it is party, (iii) agrees that notwithstanding the effectiveness of the DIP ABL Credit Agreement and the consummation of the transactions contemplated thereby, such guarantees, pledges, hypothecs, grants of security interests and other agreements shall remain continuous and unaffected in accordance with the provisions of the Security Documents, shall continue to be in full force and effect and, other than in respect of the Security Documents governed by Dutch law (which shall accrue to the benefit of the Administrative Agent), shall accrue to the benefit of the Lenders under the DIP ABL Credit Agreement and the obligations secured thereunder will be the obligations defined as such in the Security Documents as those obligations have been amended pursuant to the DIP ABL Credit Agreement and (iv) acknowledges that the pledges and security interests granted by each Domestic Loan Documents Party under each Security Document to which it is a party (after giving effect hereto)) shall have the priority and (ii) rights set forth in DIP Orders. Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the extent such Loan Party pledgedAdministrative Agent to ensure compliance by Holdings, granted liens on or security interests in (or any other and the Borrowers with Section 5.10 of the DIP ABL Credit Agreement, hereby reaffirms its obligations under each similar rights) any provision of its property pursuant each Security Document to any such Loan Document as security for or otherwise guaranteed the Borrowers’ Obligations under or which it is party and confirms, specifically with respect to the Loan DocumentsSecurity Documents governed by Dutch law, acknowledgesthat it was their intention and agreement at the moment of the creation of the security rights under such documents, ratifies and reaffirms such guarantee still is their intention and grant agreement, with the Administrative Agent that the Security Documents were to secure the Obligations as amended and restated from time to time including by way of security interests an amendment and liens and restatement as effected under the DIP ABL Credit Agreement. (b) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrowers hereby confirms and agrees that such pledgesthe outstanding Loans and Letters of Credit have constituted and continue to constitute, security interests, liens and other similar rights remain in full force and effect notwithstanding the effectiveness of this Amendment to secure all of the Loan Document Obligations arising under or pursuant to and (as defined in the Amended Credit Guarantee 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 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 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 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 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. Each of the Loan Parties as debtorBy executing and delivering a counterpart hereof, 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 each Borrower hereby agrees that all Obligations constitute valid Loans incurred by the Borrowers and existing “Obligations” under all Revolving Credit Exposure (including, without limitation, all Revolving Credit Exposure related to the Amended 2015 Extended Revolving Credit Agreement Commitments (including all of its payment and performance obligations, contingent or otherwise, under each of as increased by the Loan Documents to which it is a party (after giving effect hereto2015 Revolving Commitment Increases)) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents in accordance with the terms and provisions thereof and (ii) to the extent such each Borrower and each other Loan Party pledgedhereby (A) agrees 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 Fifth Amendment, after giving effect 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 limitationthis Fifth Amendment, 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 First-Lien Security 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 (B) affirms and reaffirmed. The execution confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including, without limitation, all Revolving Credit Exposure related to the 2015 Extended Revolving Credit Commitments (as increased by the 2015 Revolving Commitment Increases)), in each case after giving effect to this Amendment shall not operate as a waiver of any rightFifth Amendment, power or remedy including its guarantee of the Agent or LendersObligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the First-Lien Security Documents to secure such Obligations, constitute a waiver of any provision of any all as provided in the First-Lien Security Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Fifth Amendment. Each of the Loan Administrative Agent, each 2015 Extended Revolving Credit Lender, each 2015 Incremental Revolving Credit Lender and each Issuing Bank hereby acknowledges that the reaffirmation contained in this Section 8 satisfies the requirement for a reaffirmation agreement with respect to the Security Documents or serve to effect a novation as contemplated under clause (ii) of the Obligationssecond sentence of Section 2.25 of the Credit Agreement, solely as such requirement relates to the 2015 Revolving Credit Facility Financing.

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 propertyhereby acknowledges, 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 confirms and agrees that: (i) acknowledgesthis Amendment has been duly executed and delivered by such Loan Party, 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 the effectiveness of this Amendment to secure all as of the Obligations arising under or pursuant to date hereof, and as defined in (ii) the Amended Credit Agreement. Without limiting the generality agreements and obligations of the foregoing, each such 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 constitute the legal, valid and binding obligations of such Loan Party, enforceable against it in full force accordance with their respective terms, 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 Lendersdate hereof such Loan Party has no valid defense to the enforcement of such obligations. (b) Each Loan Party hereby acknowledges, constitute a waiver confirms and agrees that (i) the Collateral Agent, on behalf of any provision the Secured Parties, has and shall continue to have valid, enforceable and to the extent provided in the Security Agreement, perfected first-priority liens upon and security interests in the Collateral (as defined in the Security Agreement) heretofore granted to the Collateral Agent, on behalf of any of the Secured Parties, pursuant to the Security Agreement to the extent perfection is required by the Loan Documents and (ii) any other security interests, pledges, assignments or serve liens granted to effect a novation the Collateral Agent pursuant to any Loan Document shall continue to be valid, enforceable first-priority liens and security interests, subject, in each case, only to Permitted Liens. (c) Each Loan Party hereby acknowledges, confirms and agrees that the Secured Obligations (as defined in the Security Agreement) (including, for the avoidance of doubt, the Additional Revolving Facility Commitments, any Revolving Loans made as part of the ObligationsAdditional Revolving Facility Commitments and the Incremental Term Loans advanced by the Increasing Term Lenders pursuant to the terms of this Amendment) shall constitute obligations which are secured by the Security Agreement and guaranteed by the Subsidiary Guaranty.

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 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. 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 ObligationsObligations or other obligations under the Loan Agreement or the Loan Documents. [Remainder of Page Intentionally Left Blank – Signature Pages Follow] #5158897.

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 liens parties guarantee the liabilities and obligations of Borrower, grant Hens 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 Credit Documents, each ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit (by signing a counterpart of this Agreement (including or a separate Acknowledgement hereof) all of its payment and performance obligations, contingent or otherwise, affirmative or negative, under each of the Loan such existing Credit 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 Loan Document existing Credit 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 Credit Documents remains in full force and effect and is hereby ratified and reaffirmedconfirmed. Without limiting or qualifying the foregoing in any manner, Holdings hereby acknowledges and affirms the facts set forth in the Recitals hereto and affirms that nothing contained herein shall modify in any respect whatsoever its guaranty of the obligations of Borrower to iStar pursuant to the terms of the Guaranty and reaffirms that the Guaranty and the Pledge Agreement are and shall continue to remain in full force and effect following the consummation of the Merger. The execution of this Amendment Agreement 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 Credit 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 Credit 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 Parties The Company hereby confirms and agrees that, except 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 expressly provided herein: (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 Existing Securities Purchase Agreement and (B) that the related guarantees each other Transaction Document 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 reaffirmedconfirmed in all respects, except that on and after the Closing Date (i) all references in the Existing Securities Purchase Agreement to “this Agreement”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Securities Purchase and Exchange Agreement shall mean the Existing Securities Purchase Agreement as amended by this Agreement, and (ii) all references in the other Transaction Documents to the “Securities Purchase and Exchange Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Securities Purchase and Exchange Agreement shall mean the Existing Securities Purchase Agreement as amended by this Agreement. The execution REFERENCES TO NOTES IN ALL TRANSACTION DOCUMENTS MEANS NOTES UNDER THIS AGREEMENT; (ii) to the extent that the Securities Purchase and Exchange Agreement or any other Transaction Document purports to assign or pledge to the Investors and the holders of the Securities (or to the Purchaser Representative or agent thereof), or to grant to the Investors and the holders of the Securities (or to the Purchaser Representative or agent thereof) a security interest in or lien on, any collateral as security for the obligations of the Company from time to time existing in respect of the Existing Notes and any other existing Transaction Document, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects, and shall apply with respect to the obligations under the Notes and no additional filing is required to be made in order to maintain the perfection of the security interest in, or lien, on such collateral; and (iii) the execution, delivery and effectiveness of this Amendment Agreement shall not operate as a waiver an amendment of any right, power or remedy of the Agent Purchaser Representative or Lendersthe Investors under any Transaction Document, nor constitute a waiver an amendment of any provision of any of the Loan Documents or serve to effect a novation of the ObligationsTransaction Document.

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, and hereby acknowledges, ratifies, confirms and reaffirms such grant of liens, and acknowledges and agrees that all of such liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising obligations under the Loan Documents to which it is a party, as amended, restated, supplemented and otherwise modified and in effect 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 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. 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 Loan Party hereby (i) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents for the benefit of the Secured Parties, (ii) affirms, acknowledges and confirms that, notwithstanding the effectiveness of this Fifth Amendment, after giving effect to this Fifth Amendment, the Loan Guaranty and the Liens created pursuant to the Loan Guaranty and the Collateral Documents for the benefit of the Secured Parties as debtor, grantor, pledgor, guarantor, assignor, or continue to be in other any other similar capacity in which such Loan Party grants liens or security interests in its property, proxy rights with respect full force and effect after giving effect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, this Fifth Amendment and shall extend to secure and guarantee (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 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 (Biii) agrees that the related guarantees and grants of security contained Obligations under the Credit Agreement are included in such Loan Documents shall include and extend to such the Secured Obligations. Each of the Loan Parties hereby consents to this Amendment and parties hereto acknowledges that each the terms of this Fifth Amendment do not constitute a novation but, rather, an amendment of the Loan Documents remains in full force terms of a pre-existing Indebtedness and effect and is hereby ratified and reaffirmedrelated agreement, as provided herein. The execution of this Fifth 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, nor in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. Nothing herein shall be deemed to entitle Holdings or the Lead Borrower to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

Reaffirmation. Each of the The Borrowers and other Loan Parties Parties, as debtorguarantors, grantordebtors, pledgorgrantors, guarantorpledgors, 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 ' obligations under or with respect to the Loan DocumentsAgreement, 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 shall not operate as a novation, waiver of any right, power or remedy of the Agent or Lenders, any Lender nor constitute a waiver of any provision of any of the Loan Documents, except as expressly set forth herein and shall be limited to the particular instance expressly set forth. The Loan Parties confirm and agree that the Agreement and the other 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 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 In order to induce the Administrative Agent, the Swingline Lender, the Issuing Lender and the Lenders to enter into this Amendment and to induce the Lenders to continue to make their respective Extensions of Credit to the Loan Parties as debtorBorrowers, 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) condition precedent 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 that the Reaffirming Guarantors execute and deliver this Amendment and reaffirm each Reaffirming Guarantor’s obligations as follows: (a) Each Reaffirming Guarantor hereby (a) acknowledges receipt of a copy of each of this Amendment and the other Loan Documents, (b) to secure the extent any consent of such Reaffirming Guarantor thereto may be required, consents to the execution and delivery by the Borrowers of, and the incurrence by the Borrowers of the Obligations under and evidenced by, this Amendment and the other Loan Documents. (b) Each Reaffirming Guarantor reaffirms, individually, as a Guarantor and Grantor all of the Obligations arising under or pursuant to terms and as defined in the Amended Credit Agreement. Without limiting the generality provisions of the foregoingGuaranty and Security Agreement (“Security Agreement”), dated as of June 30, 2021, and the agreements and obligations applicable to it contained therein. (c) Without in any way limiting any provision of the Security Agreement, each Loan Party further Reaffirming Guarantor acknowledges, understands and agrees (A) that each Reaffirming Guarantor shall continue to be bound by, and liable for any reference to “Obligations” contained and all of its obligations under, the Security Agreement, and the Security Agreement shall remain a valid obligation of such Reaffirming Guarantor, in any Loan Documents shall includecase, without limitationfurther action, notice or otherwise by or to any Credit Party, any Lender, the “Obligations” as such term is defined in the Amended Credit Agreement Administrative Agent or any other Person. (d) Each Reaffirming Guarantor further acknowledges and (B) agrees that the related guarantees Security Agreement is such Reaffirming Guarantor’s valid obligation, enforceable in accordance with its terms, without any defense or setoff. (e) To secure the payment and performance of the Secured Obligations, and ratifying, confirming and supplementing each Reaffirming Guarantor’s prior pledges of and grants of security contained interests in and Liens on the Collateral heretofore pledged and granted pursuant to the Security Agreement, each Reaffirming Guarantor hereby pledges to and grants to the Administrative Agent, for its benefit and the ratable benefit of each other Secured Party, a security interest in and Lien on, and acknowledges and agrees that the Administrative Agent, for its benefit and the ratable benefit of each other Secured Party, has and shall continue to have a pledge of and a continuing security interest in and Lien on, any and all right, title and interest of such Loan Documents shall include Reaffirming Guarantor, whether now existing or hereafter acquired or arising, in and extend to all of the Collateral of such Grantor, as security for the prompt payment and performance of all Secured Obligations. (f) The terms of the Security Agreement with respect to governing law, submission to jurisdiction, venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree 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 Obligationsterms.

Reaffirmation. Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (x) with respect to each Guarantor, its guarantee of the Secured Obligations under the Credit Agreement or the Subsidiary Guaranty, as applicable, and (y) its grant of Liens on the Collateral to secure the Secured Obligations pursuant to the Collateral Documents, with all such Liens continuing in full force and effect after giving effect to this Amendment. Each of the Loan Parties as debtorconfirms, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such acknowledges and agrees that the 2024 Refinancing Term Lenders are “Lenders” and “Secured Parties” for all purposes under the Loan Documents. Each Loan Party grants liens or security interests in its propertyagrees that, proxy rights with respect notwithstanding the execution and delivery of this Amendment, the Liens previously granted 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 Collateral Agent pursuant to the Loan Documents to which it is a party (after giving effect hereto)) shall be 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 and that any rights and remedies of the effectiveness Collateral Agent and the Lenders thereunder and obligations of this Amendment to the Loan Parties thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby and shall secure all of the Obligations arising Loan Parties’ indebtedness, obligations and liabilities owed to the Secured Parties under or pursuant to the Amended Credit Agreement and as defined in the other Loan Documents. This Amendment shall constitute a “Loan Document” for purposes 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 parties hereto confirms that the amendments 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 Credit Agreement pursuant to 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 ObligationsCredit Agreement or any other Loan Document.

Reaffirmation. Each of the Loan Parties Borrower, Wabash River and SG Solutions each 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, 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, Person 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 as amended hereby. Borrower hereby agrees that such liens and as defined in the Amended Credit Agreement. Without limiting the generality security interests hereafter secure all of the foregoingObligations, in each Loan Party further agrees (A) that any case as if each 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 Loan Agreement and (B) that the related guarantees and grants of security contained in such other Loan Documents as hereby amended and that such security interests are and 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 reaffirmedremain perfected under applicable law. The execution of this Amendment 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 Documents, except as expressly set forth herein and shall be limited to the particular instance expressly set forth. Borrower hereby acknowledges and confirms that it is the intent of Borrower that the Pledge Agreement, will continue to secure, to the fullest extent provided thereby, the payment and performance of all Obligations, including, without limitation, the payment and performance of all Obligations of Borrower now or serve to effect a novation hereafter existing under or in respect of the ObligationsLoan Agreement, and all other Loan Documents.

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 guarantees, pledges, grants a hypothec, or grants liens or other 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 (a) consents to the amendment and restatement of the 2013 Credit Agreement effected hereby and (b) (i) acknowledges, ratifies and reaffirms confirms that all Obligations, including Obligations under the Other Principal Documents, constitute valid and existing “Obligations” under the Amended Credit Agreement Agreement, (including ii) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) , which shall accordingly continue in full force and effect, and (iiiii) to the extent such Loan Party pledged, granted liens on or any other security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or has otherwise guaranteed the Borrowers’ Obligations Obligations, as applicable to such Loan Party, 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 and such guarantee guarantees all of the Obligations, security interestsas applicable to such Loan Party, liens as amended hereby. Each of the Loan Parties hereby consents to this Agreement and other similar rights remain acknowledges that each of the Loan Documents remains in full force and effect notwithstanding the effectiveness and is hereby ratified and reaffirmed. The execution of this Amendment to secure all Agreement shall not operate as a waiver of any right, power or remedy of Administrative Agent or Lenders, constitute a waiver of any provision of any of the Obligations arising under Loan Documents or pursuant serve to and as defined in effect a novation of the Amended Credit AgreementObligations. 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 Security Documents shall include and extend to such Obligations. Each of the , as applicable to such 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 ObligationsParty.

Reaffirmation. Each The Borrower, on behalf of each of the Loan Parties party to the Guaranty, the Collateral Agreement and the other Collateral Documents, in each case as debtoramended, 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 supplemented or otherwise acts as accommodation party, indemnitor or guarantor, as the case may bemodified from time to time, hereby (i) acknowledgesacknowledges and agrees that (w) the Extended Revolving Commitments are Revolving Commitments and the Extending Revolving Lenders are Lenders, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” in each case under the Amended Credit Agreement Agreement, (including x) the Increased Revolving Commitment are Revolving Commitments and the Increasing Revolving Lenders are Lenders, in each case under the Amended Credit Agreement, (y) the Additional Revolving Commitment are Revolving Commitments and the Additional Revolving Lenders are Lenders, in each case under the Amended Credit Agreement, and (z) that all of its payment obligations under the Guaranty and performance obligations, contingent or otherwise, under each of the Loan Security 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, (ii) reaffirms each Lien granted by each Loan Party further agrees to the Collateral Agent for the benefit of the Administrative Agent and the Secured Creditors (A) that any reference to “Obligations” contained in any Loan Documents shall include, without limitationincluding the Increasing Revolving Lenders, the “Obligations” as such term is defined in New Revolving Lenders and the Amended Credit Agreement Extending Revolving Lenders) and reaffirms the guaranties made pursuant to the Guaranty, (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 guaranties of the Loan Parties hereby consents to this Amendment contained in the Guaranty and acknowledges that each of the Loan Security Documents remains are, and shall remain, in full force and effect after giving effect to the Amendment No. 3, 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 (iv) agrees that the Loan Documents Document Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or serve to effect a novation otherwise) of principal and interest on, and premium (if any) on, the ObligationsRevolving Loans under the Amended Credit 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 Subsidiary 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 foregoingGuaranty and Collateral Agreements and the other Security Documents to which it is a party, 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 Guaranty and Collateral Agreements, the other Security Documents and each other Loan Document to which it is a party 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 Guaranty and Collateral Agreements or Lendersthe other Security Documents to which it is a party, constitute 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 Credit Agreement, the Guaranty and Collateral Agreements, the other Security Documents and the other Loan Documents. Without limiting the foregoing each undersigned Loan Party hereby confirms that the Guaranty and Collateral Agreements and all other Security Documents to which it is a waiver party, 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 Guaranty and Collateral Agreements and 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. 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 prior 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 this Amendment shall not constitute a novation of 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 or any of its payment the other Loan Document and, notwithstanding the consummation of this Amendment, such guarantees, pledges, grants of security interests, subordinations 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 hereby consents to this Amendment confirms, acknowledges and acknowledges agrees that each of (x) the Incremental Euro Term Lender providing Euro Term B-2 Loans is a “Lender” and “Secured Party” for all purposes under the Loan Documents remains in full force and effect (y) the Incremental Term Lender providing the Term B-4 Loans is a “Lender” and is “Secured Party” for all purposes under the Loan Documents. For the avoidance of doubt, each Loan Party hereby ratified and reaffirmed. The execution restates the provisions of this Amendment shall not operate as a waiver of any right, power or remedy Section 3.1 of the Agent or Lenders, constitute a waiver of any provision of any of Guarantee and Collateral Agreement and agrees that all references in the Loan Documents or serve Guarantee and Collateral Agreement to effect a novation of the “Obligations” shall include the Euro Term B-2 Loans and the Term B-4 Loans.

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, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” including the Transactions, (ii) without limiting its obligations under, or the provisions of, the Guarantee Agreement, hereby confirms its respective guarantees, as applicable, under the Amended Credit Agreement Guarantee Agreement, (including all iii) without limiting its obligations under, or the provisions of, the Collateral Agreement, hereby confirms its respective assignments, pledges and grants of its payment and performance obligationssecurity interests, contingent or otherwiseas applicable, under the Collateral Agreement and each of the other Loan Documents to which it is a party 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 Collateral Agreement and the other Loan Documents and constitute “Obligations,” “Loan Document Obligations,” “Secured Obligations” or other similar term for purposes thereof, (v) hereby agrees that, 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 Transactions, such guarantees, and pledges and grants of security contained in such Loan Documents interests, as applicable, 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 shall not operate as a waiver of any right, power or remedy continue to inure to the benefit of the Lenders and the other Secured Parties, (vi) hereby ratifies, confirms and agrees that all 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 effect, are not released or Lendersreduced, constitute a waiver and after giving effect to the Credit Agreement and the Transactions continue to secure full payment and performance of the obligations under the Credit Agreement and such Liens continue unimpaired with the same priority to secure repayment of such obligations whether heretofore or hereafter incurred and no new filings are required to be made and no other action is required to be taken to perfect or to maintain the perfection of such Liens and (vii) the Obligations of Borrower and the other Loan Parties under the Existing Credit Agreement that remain unpaid and outstanding as of the date hereof shall continue to exist under and be evidenced by the Credit Agreement and the other Loan Documents (such consents, confirmations and agreements, collectively, the “Reaffirmation”). (b) Each of the Reaffirming Parties further agrees to take any action that may be required or that is requested by the Administrative Agent to ensure compliance by Holdings or the Borrower with the provisions of Section 5.12 of the Credit Agreement and hereby reaffirms its obligations under each 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 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) Anything contained herein to the extent such Loan Party pledgedcontrary notwithstanding, 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 Agreement is not intended 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” (as defined in the Original Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement and the US Term Notes, which are evidenced by the US Term Notes and secured by the Collateral. Each Credit Party acknowledges and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the US Term Notes and the Original Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents shall continue unaltered, and each other Transaction Document shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), and that the term “Obligations” as used in the Transaction Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered hereunder, and under the US Term Notes and the Original Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Reaffirmation. Each (a) To induce the 2019 Incremental Revolving Lenders and the Administrative Agents to enter into this Amendment No. 6, 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 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 the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Technical Amendment to Credit Agreement, dated as of July 19, 2018, and this Amendment No. 6 and the incurrence of the 2019 Incremental Revolving Commitments 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. 6. (b) In furtherance of the foregoing Section 7(a), each Loan Party, in its propertycapacity as a Guarantor under the Guaranty to which it is a party (in such capacity, proxy rights with respect each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Secured Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to its owned or issued equity or otherwise acts as accommodation partythe extent set forth in such Guaranty and after giving effect to this Amendment No. 6 and the incurrence of the 2019 Incremental Revolving Commitments hereunder, 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. 6 and the Amended Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2019 Incremental Revolving Commitments constitute “Secured Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges, ratifies acknowledges and reaffirms agrees that all Obligations constitute valid the Guaranty 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. 6, (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 Secured Obligations under each of the Loan Documents to which it is a party (after giving effect hereto)including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 6 and the incurrence of the 2019 Incremental Revolving Commitments hereunder) and (iiiii) acknowledges, agrees and warrants for the benefit of the Administrative Agents, the Collateral Trustee 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(a), Gibraltar Holdings and each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity 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. 6 and the transactions contemplated hereby, including the extension of credit in the form of the 2019 Incremental Revolving Commitments hereunder. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Secured Obligations (including all such Loan Party pledgedSecured Obligations 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. 6 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 2019 Incremental Revolving Commitments hereunder) 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 Agreement. Without limiting the generality of the foregoingare hereby ratified, 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.reaffirmed and

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 fall 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 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-1 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 Consenting Lender and Additional Term B-1 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 Obligations.Amended 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 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 BorrowersBorrower’s and the other Loan Parties’ Obligations “Secured Obligations” or any term of like nature (in each case as defined in the applicable Loan Document) 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 such obligations 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 First 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 First Amendment shall not (a) operate as a waiver or release of any right, power power, claim, lien, security interest, entitlement or remedy of the Administrative Agent or the Lenders, (b) constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Secured Obligations, or (c) operate as a release of any Loan Party from any covenant, warranty or obligation created by or contained herein or in any of the Loan Documents.

Reaffirmation. Each of Parent and the Borrower, on behalf of itself and each other 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 guarantorexpressly acknowledges the terms of this Sixth Amendment and reaffirms, 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 Sixth Amendment Effective Date, that 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 the Guaranty and the grant of Liens on the Collateral to secure the Obligations (or pursuant to and the Secured Obligations, as defined in the Amended Credit Agreement. Without limiting the generality of the foregoingCollateral Documents) pursuant to each Collateral Document, in each Loan Party further agrees (A) that any reference to “Obligations” contained in any Loan Documents shall includecase, 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 extends to the Obligations (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 Secured Obligations) of the Loan Documents or serve Parties under the Loan Documents, subject to effect a novation any limitations set out in the Credit Agreement and any other Loan Document. None of the execution, delivery, performance or effectiveness of this Sixth Amendment nor the modification of the Existing Credit Agreement, in each case, effected pursuant hereto (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 Obligations, whether heretofore or hereafter incurred; or (ii) is intended to or will create a registerable Lien or requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens. Each of Parent and the Borrower, on behalf of itself and each other Loan Party, in respect of the Collateral Documents, confirms that at the time of the execution and delivery of such Collateral Documents, it was expressly agreed that the Liens created thereunder were intended to secure the Obligations, as amended, modified, novated, supplemented or restated from time to time. The security under the Collateral Documents as security for the Obligations as amended by this Sixth Amendment is thus hereby confirmed and ratified.

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 the Loan Parties as debtorBy executing and delivering a copy hereof, 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 each Borrower and reaffirms each other Loan Party hereby (A) agrees that all Secured Obligations constitute valid (including, without limitation, the 2023 Term Loans) are (or shall be) guaranteed pursuant to the Guarantee Agreement in accordance with the terms and existing “Obligations” provisions thereof and are (or shall be) secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Security Documents, (B) agrees that, after giving effect to this Amendment and the taking of the actions set forth on Exhibit B, the Guarantee Agreement and the Liens created pursuant to the Security Documents for the benefit of the Secured Parties (including, without limitation, the 2023 Term Lenders) continue to be in full force and effect, subject to the Perfection Requirements and permitted non-perfection, and (C) affirms, acknowledges and confirms all of its obligations and liabilities under the Amended Credit Agreement (including all of its payment and performance obligations, contingent or otherwise, under each of the other Loan Documents Document to which it is a party (after giving effect hereto)) and (ii) to the extent party, all as provided in 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 remain liabilities continue in full force and effect notwithstanding in respect of, and in the effectiveness case of this Amendment to secure all of the Obligations Liens 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 includeto secure, the Secured Obligations under the Credit Agreement and the other Loan Documents (including, without limitation, the “Obligations” as such term is defined Secured Obligations with respect to the 2023 Term Loans), 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 each case after giving effect to this Amendment and acknowledges the taking of the actions set forth on Exhibit B and subject to the Perfection Requirements and permitted non-perfection. Furthermore, each Loan Party incorporated in the Netherlands hereby confirms that each any Lien created by it under the Security Documents has always been intended to extend to the obligations of the Secured Parties under the Loan Documents as amended and restated from time to time, including as amended by this Amendment, and shall so extend thereto in accordance with the terms 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 ObligationsDocuments.

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 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 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. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Collateral Trustee or the Administrative Agents under the Existing Credit Agreement as amended by this Amendment or under any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement as amended by this Amendment, or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Each of the Loan Parties as debtor, grantor, pledgor, guarantor, assignor, or in New Borrower 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 be, party hereto hereby (ia) acknowledges, ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” affirms its 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, in each case as amended by this Amendment (after giving effect hereto)and, in the case of the Guarantees, each Guarantor (including the Original Borrower) hereby confirms and (ii) to ratifies its continuing unconditional obligations as a Guarantor under 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 applicable Guarantee with respect to all Guaranteed Obligations thereunder (including, for the avoidance of doubt, the Term Loans made on the Amendment Effective Date), (b) ratifies and affirms all Liens on the Collateral which have been granted by it for the benefit of the Secured Parties pursuant to the Loan Documents, acknowledges, ratifies Documents and reaffirms such guarantee (c) acknowledges and grant agrees that the grants of security interests by the Loan Parties contained in the Collateral Agreement and liens the other Security Documents are, and confirms and agrees that such pledgesshall remain, 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 immediately after giving effect to this Amendment and acknowledges that and, in each case, shall continue to secure the payment of all Obligations (including, for the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution avoidance of this doubt, the Term Loans made on the 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 ObligationsEffective Date).

Reaffirmation. (a) Each of the Loan Parties as debtor, grantor, mortgagor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party guarantees, pledges, grants a hypothec, or grants liens or other 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 (a) consents to the amendment and restatement of the Existing Credit Agreement effected hereby, including the extension of maturity and increase in principal amount of the Increased and Extended Revolving Facility Commitments, and (b) (i) acknowledges, ratifies and reaffirms confirms that all Obligations under the Existing Credit Agreement constitute valid and existing “Obligations” under the Amended Credit Agreement Agreement, (including ii) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto)) , which shall accordingly continue in full force and effect, and (iiiii) to the extent such Loan Party pledged, granted liens on or any other security interests in (or any other similar rights) any of its property pursuant to any such Loan Document as security for or has otherwise guaranteed the Borrowers’ Obligations Obligations, as applicable to such Loan Party, 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 and such guarantee guarantees all of the Obligations, security interestsas applicable to such Loan Party, liens as amended hereby. Each of the Loan Parties hereby consents to this Agreement and other similar rights remain acknowledges that each of the Loan Documents remains in full force and effect notwithstanding the effectiveness and is hereby ratified and reaffirmed. The execution of this Amendment to secure all Agreement shall not operate as a waiver of any right, power or remedy of Administrative Agent or Lenders, constitute a waiver of any provision of any of the Obligations arising under Loan Documents or pursuant serve to and as defined in effect a novation of the Amended Credit AgreementObligations. 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 Security Documents shall include and extend to such Obligations, as applicable to such Loan Party. Furthermore, each of the parties to any Security Documents to which Foreign Loan Parties organized under the laws of The Netherlands are party (the “Dutch Security Documents”) hereby confirms that at the time of the entering into such security document it was its intention (and it still is its intention and agreement) that the security rights created pursuant to the Dutch Security Documents secure all Obligations under the Amended Credit Agreement. (b) Each of the Loan Parties hereby consents German Silicone Borrower, the German Quartz Borrower and the Administrative Agent as parties to the German law confirmation and extension agreement dated April 24, 2013 (the “Confirmation and Extension Agreement”) agree that the Security (as defined in the Confirmation and Extension Agreement) shall also secure the “Obligations” as such term is defined in the Amended Credit Agreement, including any obligations based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt) and that any reference in the Security Agreements (as defined in the Confirmation and Extension Agreement) to the term “Secured Obligations” shall be read and construed as reference to “Obligations” as such term is defined in the Amended Credit Agreement. This clause (b) and any non-contractual rights and obligations arising out of or in connection with this Amendment and acknowledges that each clause (b) shall be governed by the laws of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution Federal Republic 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 ObligationsGermany.

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 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 Third Amendment Effective Date, (a) 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 (i) are entitled to the benefits of the guarantees and Liens set forth or created in the Existing Credit Agreement, the Security Documents and each other Loan Documents, (ii) constitute “Obligations”, “Secured Obligations” and “Guaranteed Obligations” or other similar term for purposes of (and as defined in, as applicable) the Existing Credit Agreement, the Security and Guarantee Documents and all other Loan Documents, and (iii) except as expressly set forth herein, the Security and Guarantee 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; and (b) each Continuing Tranche B2 Lender and the New Tranche B2 Lender shall be a “Secured Party” and a “Lender” (including all of its payment and performance obligations, contingent or otherwise, under each without limitation for purposes of the definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Loan Documents Documents. Each Loan Party party hereto hereby ratifies and confirms that, as of the Third 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 Borrower 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, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants liens or security interests in hereby reaffirms its property, proxy rights with respect obligations under each Loan Document to its owned or issued equity or otherwise acts as accommodation which it is a party, indemnitor or guarantor, as the case may be, . Each Loan Party hereby (i) acknowledges, further ratifies and reaffirms that all Obligations constitute valid the validity and existing “Obligations” under the Amended Credit Agreement (including enforceability of all of its payment the Liens heretofore granted, pursuant to and performance obligationsin connection with the Guarantee and Collateral Agreement or any other Loan Document to the Administrative Agent on behalf and for the benefit of Secured Parties, contingent or otherwise, as collateral security for the obligations under each of the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens, and all collateral heretofore pledged as security for such obligations, continues to be and remain collateral for such obligations from and after the date hereof. This Amendment does not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement, the other Loan Documents or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment shall be construed as a release or other discharge of the Borrower or any Guarantor from any of its obligations or liabilities under the Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. Each Loan Party hereby (a) confirms and agrees that each Loan Document to which it is a party (after giving effect hereto)) that is not being amended and (ii) restated concurrently herewith is, and shall continue to the extent such Loan Party pledgedbe, 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 confirmed in all respects except that on and after the First Amendment Effective Date, all references in any such Loan Document to “the Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment shall not operate Amendment; and (b) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to any Secured Party a security interest in or lien on, any collateral as a waiver of security for all or any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision portion of any of the Loan Documents or serve to effect a novation Obligations of the ObligationsBorrower or any other Loan Party, as the case may be, from time to time existing in respect of the Credit Agreement or the Loan Document, such pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects with respect to this Agreement and the Loan Documents.

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 Second 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 Second 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. Each of the Loan Parties as debtor(a) After giving effect to this Amendment No. 3, 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) acknowledgesthe Borrower reaffirms the covenants, ratifies pledges, grants of Liens and agreements or other commitments contained in each Loan Document to which it is a party, including, in each case, such covenants, pledges, grants of Liens and agreements or other commitments as in effect immediately after giving effect to this Amendment No. 3, (ii) each Guarantor reaffirms that all its guarantee of the Obligations constitute valid and existing “Obligations” under (iii) each of the Amended Credit Agreement (including all Borrower and each Guarantor reaffirms each Lien granted by it to the Collateral Agent for the benefit of its payment and performance obligations, contingent or otherwise, the Secured Parties 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 which Liens shall continue in full force and effect notwithstanding during the term of the Credit Agreement as amended by this Amendment No. 3, and shall continue to secure the Obligations, in each case, on and subject to the terms and conditions set forth in the Credit Agreement, as amended by this Amendment No. 3, and the other Loan Documents. (b) Each of the Borrower and each Guarantor hereby acknowledges and agrees that neither the modification of the Credit Agreement effected pursuant to this Amendment No. 3 nor the execution, delivery, performance or effectiveness of this Amendment No. 3 impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred. (c) Each of the Obligations arising under or pursuant to Borrower and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further Guarantor hereby acknowledges and agrees that (A) that any reference each Loan Document to “Obligations” contained in any Loan Documents which it is a party 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 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 (B) all guarantees, pledges, grants of Liens, covenants, agreements 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 other commitments by such Loan Party under the Loan Documents or serve shall continue to be in full force and effect a novation and shall accrue to the benefit of the ObligationsSecured Parties and shall not be affected, impaired or discharged hereby or by the transactions contemplated in this Amendment No. 3.

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 as debtorSection 4.1. The Company, 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, respective capacities under each of the Loan Transaction Documents (in each case, where applicable, as amended and restated or otherwise amended or modified as of the date hereof pursuant to this Amendment or otherwise), to which it is a party (after giving including in the capacities of obligor, debtor, mortgagor, pledgor, guarantor, indemnitor and assignor, as applicable, and each other similar capacity, if any, in which the Company has granted Liens on all or any part of the properties or assets of the Company, or otherwise acts as an accommodation party, guarantor, indemnitor or surety with respect to all or any part of the Secured Obligations), hereby (i) acknowledges and agrees that the terms and provisions hereof shall not affect in any way any payment, performance, observance or other obligations or liabilities of the Company hereunder or under any of the other Transaction Documents, all of which obligations and liabilities shall remain in full force and effect hereto)) and extend to the Protective Advance Notes, further extensions of credit and other Secured Obligations incurred hereunder and under the Transaction Documents, and each of which obligations and liabilities are hereby ratified, confirmed and reaffirmed in all respects, (ii) to the extent such Loan Party pledged, the Company has granted liens Liens on or security interests in (or any other similar rights) any of its property properties or assets pursuant to the Transaction Documents to secure the prompt and complete payment, performance and/or observance of all or any such Loan Document part of the Secured Obligations (in each case, as security for or otherwise guaranteed the Borrowers’ Obligations under or with respect to the Loan Documentsapplicable), acknowledges, ratifies ratifies, confirms and reaffirms such guarantee and grant of security interests Liens, and liens and confirms acknowledges and agrees that all of such pledges, security interests, liens Liens are intended and other similar rights remain in full force shall be deemed and effect notwithstanding the effectiveness of this Amendment construed to secure to the fullest extent set forth therein all of the now existing and hereafter arising Secured Obligations arising (including, in each case, all Protective Advance Notes), as applicable, under or pursuant to and as defined in the Purchase Agreement, as amended hereby (the “Amended Credit Purchase Agreement. Without limiting ”) and (iii) acknowledges and agrees that all references in the generality of Transaction Documents to the foregoing, each Loan Party further agrees (A) that any reference “Purchase Agreement” shall refer to the Amended Purchase Agreement and all references to “Secured Obligations” contained in any Loan Documents ”, “Note”, “Notes”, and all terms of similar or like meaning, import or intent shall includebe deemed to refer to “Secured Obligations”, without limitation“Note”, the “Obligations” Notes”, and all such other terms 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 ObligationsPurchase Agreement.

Reaffirmation. Each By executing and delivering a counterpart hereof, (a) each Guarantor hereby agrees and reaffirms that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Obligations of the Borrower that constitute Guarantor Obligations (as defined in the Guarantee and Collateral Agreement) shall be guaranteed pursuant to the Guaranty and Collateral Agreement in accordance with the terms and provisions thereof and each Loan Parties Party hereby agrees and reaffirms that, as debtorof the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, grantor, pledgor, guarantor, assignor, or all Secured Obligations (as defined in other any other similar capacity in which the Guarantee and Collateral Agreement) of such Loan Party grants liens or security interests shall be secured pursuant to the Security Documents in its propertyaccordance with the terms and provisions thereof, proxy rights with respect to its owned or issued equity or otherwise acts as accommodation party, indemnitor or guarantor, as the case may be, (b) each Loan Party hereby (i) acknowledges, ratifies agrees and reaffirms that all Obligations constitute valid and existing “Obligations” under that, notwithstanding the Amended Credit Agreement (including all effectiveness of its payment and performance obligationsthis Agreement, contingent or otherwise, under each as of the Loan Documents to which it is a party (Effective Date and after giving effect hereto)) , the Loan Documents continue to be in full force and effect, (ii) agrees and reaffirms that, as of the Effective Date and after giving effect to this Agreement and the extent such Loan Party pledgedtransactions contemplated hereby, granted liens on or all of the Liens and security interests in (or any other similar rights) any of its property pursuant to any such Loan created and arising under each Security 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 with the effectiveness of this Amendment priority required pursuant to secure the Loan Documents, and (iii) affirms and confirms all of its obligations, covenants, agreements and liabilities (whether for payment, performance or otherwise) under 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 each other Loan Document to which it is a party, in such Loan Documents shall include and extend to such Obligations. Each of the Loan Parties hereby consents each case after giving effect to this Amendment Agreement and acknowledges the transactions contemplated hereby, and (c) each Guarantor agrees that each nothing in the Credit Agreement, this Agreement or any other Loan Document that did not require the consent of such Guarantor to any amendment prior to this Agreement shall now be deemed to require the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed. The execution consent of this Amendment shall not operate as a waiver of such Guarantor to any right, power or remedy of future modification 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 ObligationsCredit Agreement.

Reaffirmation. Each of the Loan Parties Borrower and each other Credit Party, as debtor, grantor, pledgor, guarantor, assignor, 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, 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 Credit Agreement and each of the other Loan Documents to which it is a party (after giving effect hereto)) 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 Credit Agreement or other Loan Document as security for or otherwise guaranteed the Borrowers’ Borrower's Obligations under or with respect to the Credit Agreement and the other 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 as amended hereby. Borrower hereby agrees that such liens and as defined in the Amended Credit Agreement. Without limiting the generality security interests hereafter secure all of the foregoingObligations, in each Loan Party further agrees (A) that any case as if each reference to “Obligations” contained in any such Credit Agreement or 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 as hereby amended and that such security interests are and 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 reaffirmedremain perfected under applicable law. The execution of this Amendment shall not operate as a novation, waiver of any right, power or remedy of the Agent or Lenders, any Lender nor constitute a waiver of any provision of the Credit Agreement or any of the other Loan Documents or serve Documents, except as expressly set forth herein and shall be limited to effect a novation of the Obligationsparticular instance expressly set forth.

Reaffirmation. Each The Borrower 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 Hens 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 to security interests hereafter secure all of the Obligations arising under or pursuant to and Obligations, in each cue 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 Borrower 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 of the Loan Parties as debtor(a) After giving effect to this Amendment No. 1, 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) acknowledgesthe Borrower reaffirms the covenants, ratifies pledges, grants of Liens and agreements or other commitments contained in each Loan Document to which it is a party, including, in each case, such covenants, pledges, grants of Liens and agreements or other commitments as in effect immediately after giving effect to this Amendment No. 1, (ii) each Guarantor reaffirms that all its guarantee of the Obligations constitute valid and existing “Obligations” under (iii) each of the Amended Credit Agreement (including all Borrower and each Guarantor reaffirms each Lien granted by it to the Collateral Agent for the benefit of its payment and performance obligations, contingent or otherwise, the Secured Parties 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 which Liens shall continue in full force and effect notwithstanding during the term of the Credit Agreement as amended by this Amendment No. 1, and shall continue to secure the Obligations, in each case, on and subject to the terms and conditions set forth in the Credit Agreement, as amended by this Amendment No. 1, and the other Loan Documents. (b) Each of the Borrower and each Guarantor hereby acknowledges and agrees that neither the modification of the Credit Agreement effected pursuant to this Amendment No. 1 nor the execution, delivery, performance or effectiveness of this Amendment No. 1 impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred. (c) Each of the Obligations arising under or pursuant to Borrower and as defined in the Amended Credit Agreement. Without limiting the generality of the foregoing, each Loan Party further Guarantor hereby acknowledges and agrees that (A) that any reference each Loan Document to “Obligations” contained in any Loan Documents which it is a party 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 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 (B) all guarantees, pledges, grants of Liens, covenants, agreements 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 other commitments by such Loan Party under the Loan Documents or serve shall continue to be in full force and effect a novation and shall accrue to the benefit of the ObligationsSecured Parties and shall not be affected, impaired or discharged hereby or by the transactions contemplated in this Amendment No. 1. (d) Each of the Borrower and each of the Guarantors hereby acknowledges and agrees that the Equity Interests listed on Schedule 2 hereto constitute Pledged Equity (as defined in the Security Agreement) pledged to the Administrative Agent pursuant to the Security Agreement. Schedule 2 hereto shall be deemed to supplement and be part of Schedule I to the Security 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, 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 Credit Agreement or any other Loan Document. Each of the Obligors, 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 Obligors hereby consents to this Amendment and acknowledges that this Amendment, each Note (as amended hereby) and the Registration Rights Agreement 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 Credit 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 hereby agrees that 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 of this Amendment on a continuous basis. The Credit Agreement (as amended hereby) and each other Loan Document shall continue to secure be in full force and effect and are 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 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 Security Agreement), Without limiting the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations. Each generality of the Loan Parties foregoing, as collateral security for the payment, performance and satisfaction of such Grantor’s respective Secured Obligations (as defined in the Security Agreement as in effect on the date hereof), each Grantor hereby consents grants to this Amendment and acknowledges that each the Administrative Agent, for the benefit of the Loan Documents remains Secured Parties, a continuing security interest in full force (and effect and is hereby ratified and reaffirmed. The execution of this Amendment shall not operate as a waiver of any rightcollaterally assigns to the Administrative Agent, power or remedy for the benefit of the Agent Secured Parties) all Collateral (as defined in the Security Agreement as in effect on the date hereof) of such Grantor or Lendersin which such Grantor has or may have or acquire an interest or the power to transfer rights therein, constitute a waiver of any provision of any of the Loan Documents whether now owned or serve to effect a novation of the Obligationsexisting or hereafter created, acquired or arising and wheresoever located.

Reaffirmation. 7.1 Each Obligor hereby acknowledges and confirms that as 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 date hereof: (i) acknowledgesthe Credit Agreement and the other Loan Documents remain in full force and effect as amended hereby and shall not be impaired or limited by the execution and effectiveness of this Third Amendment; (ii) no Obligor nor any other Loan Party has any defense to its obligations under the Credit Agreement and the other Loan Documents; and (iii) the Liens of the Administrative Agent under the Loan Documents secure all the Obligations, are reaffirmed in all respects, continue in full force and effect, have the same priority as before this Third Amendment, and are not impaired or extinguished in any respect by this Third Amendment. Until the Obligations are Paid in Full, each Obligor agrees and covenants that it is bound by the covenants and agreements set forth in this Third Amendment, the Credit Agreement, and any other Loan Document and each Obligor hereby ratifies and confirms the Obligations. This Third Amendment does not create or constitute, and is not, a novation of the Credit Agreement nor the other Loan Documents. Each Obligor 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, under each Loan Document. 7.2 Each Original Guarantor and each Additional Guarantor hereby: (i) represents and warrants that all representations and warranties contained in the Guaranty/Collateral Agreement are true and correct in all material respects (or, with respect to any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, such representation and warranty is true in correct in all respects) on and as of the Loan Documents Third Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically refer to an earlier date, in which it case such representations and warranties are true and correct in all material respects (or, with respect to any representation or warranty that is itself modified or qualified by materiality or a party (after giving effect hereto)“Material Adverse Effect” standard, such representation and warranty is true in correct in all respects) as of such earlier date; and (ii) acknowledges and agrees that (A) notwithstanding the conditions to effectiveness set forth in this Third Amendment, it is not required by the extent such Loan Party pledged, granted liens on or security interests in (terms of the Credit Agreement or any other similar rights) any of its property Loan Document to consent to the amendments to the Credit Agreement effected 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 Third 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 nothing in this Third Amendment, the related guarantees and grants Credit Agreement, or any other Loan Document shall be deemed to require the consent of security contained in such Loan Documents shall include and extend Guarantor to such Obligations. Each of any future amendments to 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 ObligationsCredit Agreement.

Reaffirmation. (a) Each of the undersigned Loan Parties 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 properties or otherwise acts as an accommodation party, indemnitor party or guarantor, as the case may be, hereby in each case under the Loan Documents heretofore executed and delivered in connection with or pursuant to the Existing Credit Agreement (as amended, supplemented or otherwise modified prior to the date of the Agreement, all such agreements being collectively referred to hereinafter as the “Prior Agreements”), (i) acknowledgeshereby consents to this Agreement and the transactions contemplated thereby, (ii) hereby ratifies and reaffirms that all Obligations constitute valid and existing “Obligations” under the Amended Credit Agreement (including all of its remaining payment and performance obligations, contingent or otherwise, if any, under each of the such Loan Documents (as modified and/or restated by this Agreement) to which it is a party party, (after giving effect hereto)) and (iiiii) to the extent such Loan Party pledged, granted liens on or security interests in (or any other similar rights) any of its property properties pursuant to any such Loan Document as Documents, hereby ratifies and reaffirms such grant of security for and confirms that such liens and security interests continue to secure the Obligations, including, without limitation, all additional Obligations resulting from or otherwise incurred pursuant to the Agreement and the Restated Credit Agreement and (iv) to the extent such Loan Party guaranteed the Borrowers’ Obligations under or was an accommodation party with respect to the Loan DocumentsObligations or any portion thereof, acknowledges, hereby ratifies and reaffirms such guarantee and grant guaranties or accommodation liabilities. (b) Each of security interests and liens and confirms and the undersigned Loan Parties further agrees that all references in the Loan Documents being reaffirmed in clause (a) above to any of the Prior Agreements shall hereafter mean and refer to such pledges, security interests, liens Prior Agreement as amended by this Agreement. All references in such Loan Documents to the term “Obligations” shall hereafter mean and other similar rights remain refer to the Obligations as redefined in full force the Restated Credit Agreement and effect notwithstanding shall include all additional Obligations resulting from or incurred pursuant to the effectiveness of this Amendment Restated Credit Agreement. All references to secure Loan Documents in the Prior Agreements and the Existing Credit Agreement shall hereafter mean and refer to all of the Obligations arising under or pursuant to and Loan Documents 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 Restated Credit Agreement and (B) that delivered under the related guarantees Existing Credit Agreement or the Prior Agreements, together with all amendments, restatements, terminations, replacements, supplements and grants of security contained in such Loan Documents shall include modifications thereof 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.thereto