Common use of Reaffirmation Clause in Contracts

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Reaffirming Parties (i) each Credit Party hereby agrees that, as acknowledges receipt of a copy of the Ninth Amendment Effective Date Credit Agreement and after giving effect consents to this Ninth Amendment the Credit Agreement and the transactions contemplated herebythereby, all 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 Guarantee Agreement, (iii) without limiting its obligations under, or the provisions of, the Collateral Agreement, hereby confirms its respective assignments, pledges and grants of security interests, as applicable, under the Collateral 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 (including, without limitationunder the Credit Agreement are entitled to the benefits of the guarantees and the security interests set forth or created in the Guarantee Agreement, the Revolving Credit Exposure with respect to Collateral Agreement and the 2019 Incremental Revolving Credit Commitmentother Loan Documents and constitute “Obligations”, “Loan Document Obligations”, “Secured Obligations” or other similar term for purposes thereof, (v) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendmentthe Credit Agreement and the Transactions, such guarantees, and pledges and grants of security interests, as of the Ninth Amendment Effective Date and after giving effect theretoapplicable, the Security Documents shall continue to be in full force and effect, (B) agrees that, as effect and shall continue to inure to the benefit of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment Lenders and the transactions contemplated herebyother Secured Parties and (vi) hereby ratifies and confirms that all Liens granted, all of conveyed, or assigned to the Liens and security interests created and arising under each Security Administrative Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect on a continuous basiseffect, are not released or reduced, and continue to secure full payment and performance of the 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 its Obligations obligations under the Credit Documents Agreement (as modified herebysuch 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 each Loan Document 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party Borrower hereby agrees that, as of that all Loans incurred by the Ninth Amendment Effective Date Borrowers and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower Revolving Credit Exposure (including, without limitation, the all Revolving Credit Exposure with respect related to the 2019 Incremental 2015 Extended Revolving Credit CommitmentCommitments (as increased by the 2015 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; thereof and (ii) each Credit Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Fifth Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Fifth Amendment, the First-Lien Security Documents continue to be in full force and effect, effect and (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Loan Document (including, without limitation, all Revolving Credit Exposure related to the 2015 Extended Revolving Credit Commitments (as modified hereby) to which it is a partyincreased by the 2015 Revolving Commitment Increases)), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyFifth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the First-Lien Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the First-Lien Security Documents (as modified hereby)Documents, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Loan Documents, in each case after giving effect to this Ninth Amendment Fifth Amendment. Each of the Administrative Agent, each 2015 Extended Revolving Credit Lender, each 2015 Incremental Revolving Credit Lender and each Issuing Bank hereby acknowledges that the 2019 Revolving Commitment Increase effected hereby and reaffirmation contained in this Section 8 satisfies the other transactions requirement for a reaffirmation agreement with respect to the Security Documents as contemplated hereby; and under clause (iiiii) each Guarantor agrees that nothing in of the second sentence of Section 2.25 of the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of solely as such Guarantor to any future amendment requirement relates to the 2015 Revolving Credit AgreementFacility Financing.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Fourth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated herebyFourth Amendment, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Fourth Amendment, as of the Ninth Fourth Amendment Effective Date and after giving effect theretoto this Fourth Amendment, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Fourth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified herebyamended by this Fourth Amendment) and (C) as of the Fourth Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (as modified hereby) to which it is a partyincluding this Fourth Amendment), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyFourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Documents, and acknowledges and agrees that, that as of the Ninth Fourth Amendment Effective Date, Date 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 (as modified hereby) and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated herebyFourth Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Fourth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party Borrower hereby agrees that, as of that all Loans incurred by the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure with respect (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2019 Incremental 2013 Extended Revolving Credit CommitmentCommitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof; thereof and (ii) each Credit Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Second Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Second Amendment, the First-Lien Security Documents continue to be in full force and effect, effect and (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Loan Document (as modified hereby) including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to which it is a partythe 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebySecond Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified amended hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified amended hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Loan Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementSecond Amendment.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit A. Each Loan Party hereby agrees that, as acknowledges receipt of a copy of the Ninth Amendment Effective Date Restated Credit Agreement and after giving effect hereby consents to this Ninth Amendment the Restated Credit Agreement and each of the transactions contemplated hereby, all Obligations thereby and hereby confirms its respective guarantees (in the case of the Borrower (includingGuarantors), without limitationpledges, the Revolving Credit Exposure with respect grants of security interests and other obligations, as applicable, under and subject to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant terms of each of the Loan Documents to the Guarantee in accordance with the terms which it is party, and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as the Restated Credit Agreement or any of the Ninth Amendment Effective Date transactions contemplated thereby, such guarantees (in the case of the Guarantors), pledges, grants of security interests and after giving effect theretoother obligations, and the Security terms of each of the Loan Documents to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect, (B) agrees thateffect and shall continue to secure all the Obligations, as of amended, increased and/or extended pursuant to the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and Restated Credit Agreement including, without limitation, the transactions contemplated hereby, all of New Term Loans funded on the Liens and security interests created and arising under Restatement Date. Each Loan Party further confirms that each Security Loan Document to which it is a party remain is and shall continue to be in full force and effect on a continuous basis, and the perfected status same are hereby ratified and priority of each such Lien and security interest continues confirmed in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and respects. B. Each Guarantor acknowledges and agrees thatthat (i) notwithstanding the conditions to effectiveness set forth in this Amendment, as such Guarantor is not required by the terms of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Existing Credit Agreement and or any other Loan Document to consent to the other amendments to the Existing Credit Documents, in each case after giving effect Agreement effected pursuant to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iiiii) each Guarantor agrees that nothing in the Restated Credit Agreement, this Ninth Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendment amendments to the Restated Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereofAs of the Second Restatement Effective Date, (i) each Credit Party hereby agrees that, as confirms that (a) notwithstanding the effectiveness of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment Restatement and the transactions contemplated hereby, all Obligations (i) the obligations of such Credit Parties under the Borrower Second Amended and Restated Credit Agreement (including, without limitationfrom and after the Second Restatement Effective Date, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Initial Term Loans contemplated by this Agreement) and the other Credit Commitment) shall be guaranteed Documents are entitled to the benefits of the guarantees and the security interests set forth or created in the Second Amended and Restated Credit Agreement, the Existing Security Agreement (as amended and restated pursuant to the Guarantee in accordance with Restatement), the terms and provisions thereof and shall be secured pursuant to the other Security Documents in accordance with and the terms other Credit Documents and provisions thereof; constitute “Guaranteed Obligations” and “Obligations” for purposes of the Second Amended and Restated Credit Agreement, the Existing Security MACROBUTTON DocID Agreement (as amended and restated by this Restatement), the other Security Documents and all other Credit Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Existing Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations and (iii) each Credit Document to which such Credit Party hereby (A) agrees thatis a party is, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents shall continue to be be, in full force and effect, effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (B) agrees thatin the case of the Existing Credit Agreement, as amended hereby) and (b) each Additional Refinancing Term Loan Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Ninth Amendment Effective Date Second Amended and after giving effect to this Ninth Amendment Restated Credit Agreement and the transactions contemplated herebyother Credit Documents. Each Credit Party ratifies and confirms its prior grant and the validity of all Liens granted pursuant to the Credit Documents and that all Liens granted, all of the Liens and security interests created and arising under each Security 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 on a continuous basiseffect, are not released or reduced, and the perfected status continue to secure full payment 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee performance of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified increased hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing Each Reaffirming Party hereby acknowledges its receipt and delivering review of a counterpart hereofcopy of the Designation Certificate and related Indenture, and hereby accepts and consents to the Pari Passu Designation and the resulting grant of security and other benefits to the Pari Passu Debt Obligations referenced in the Designation Certificate. Each Reaffirming Party hereby further (a) affirms and confirms its guarantees, pledges, grants of security and other commitments and obligations under the Collateral Agreement (as amended hereby and modified by the Pari Passu Designation), (b) affirms and confirms its indemnification obligations and other commitments and obligations under the Collateral Agreement (as amended hereby and modified by the Pari Passu Designation) and (c) agrees that, after giving effect to the amendments contemplated hereby and the Pari Passu Designation, (i) each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) Collateral Agreement shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effecteffect and (ii) all guarantees, (B) agrees thatpledges, as grants of the Ninth Amendment Effective Date security and after giving effect other commitments thereunder shall continue to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain be in full force and effect on a continuous basisand shall accrue to the benefit of the Secured Parties, including, for the avoidance of doubt, the holders of the Securities and the perfected status Trustee. Each of the Reaffirming Parties hereby confirms and priority of each such Lien agrees that, after giving effect to the Pari Passu Designation, (i) the Securities shall constitute “Pari Passu Debt Obligations” and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations “Obligations” under the Credit Documents Collateral Agreement (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 Credit Documents (as modified amended hereby) and (Cii) affirms the holders of any Securities and confirms all of its obligations the Trustee shall be “Pari Passu Secured Parties” and liabilities “Secured Parties” under the Credit Collateral Agreement and each other Credit Document (as modified amended hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and shall have all the transactions contemplated hereby, including its guarantee of the Obligations rights and the pledge of and/or grant privileges of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementSecured Party thereunder.

Reaffirmation. By executing and delivering a counterpart hereofUpon the effectiveness of this Agreement, (i) each Credit Party hereby agrees that, as the terms and provisions of the Ninth Amendment Effective Date ExistingOriginal Credit Agreement shall be and after giving effect to hereby are amended and restated in their entirety by the terms, conditions and provisions of this Ninth Amendment Agreement, and the transactions contemplated hereby, all Obligations terms and provisions of the Borrower ExistingOriginal Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement and (ii) all of the “Obligations” under and as defined in the ExistingOriginal Credit Agreement (including, without limitation, interest and fees accrued prior to the Revolving Credit Exposure Effective Date, none of which shall be altered by the terms of this Agreement with respect to any period preceding the 2019 Incremental Revolving Credit CommitmentEffective Date) (collectively, the “Original Obligations”) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees thatbut shall be governed by, as and become due and payable pursuant to, the terms and conditions set forth in this Agreement. The Original Obligations, together with any and all additional Obligations incurred by Borrower hereunder or under any of the Ninth Amendment Effective Date and after giving effect other Loan Documents, shall continue to this Ninth Amendment and the transactions contemplated hereby, be secured by all of the Liens pledges and grants of security interests created provided in connection with the ExistingOriginal Credit Agreement (and, from and arising after the Effective Date, shall also be secured by all of the pledges and grants of security interests provided in connection with this Agreement), all as more specifically set forth in the Collateral Documents. Each Borrower and each Guarantor hereby reaffirms its obligations under the ExistingOriginal Credit Agreement and each Security Document other “Loan Document”, as defined in the ExistingOriginal Credit Agreement (collectively, the “Original Loan Documents”) to which it is a party party, as amended, restated, amended and restated, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered on the Effective Date and hereafter. Each Borrower further agrees that each Original Loan Document shall remain in full force and effect on a continuous basis, following the execution and the perfected status and priority delivery 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 its Obligations under the Credit Documents this Agreement (as modified hereby) to which it is a party, in each case, except to the extent provided in, modified or replaced by this Agreement or any Loan Document delivered on the Effective Date) and subject that all references to the limitations and qualifications set forth in, such “Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided Agreement” in the Security Original Loan Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require refer to this Agreement. This Agreement is not intended to constitute, and does not constitute, a novation of the consent Original Obligations or to evidence payment of all or any portion of such Guarantor to any future amendment to the Credit AgreementOriginal Obligations.

Reaffirmation. By executing (a) Each of the Borrower and delivering a counterpart hereof, each other Loan Party hereby (i) each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 reaffirms its Obligations obligations under the Amended and Restated Credit Documents (as modified hereby) to which it is a partyAgreement, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement other Amended Document and each other Credit Loan Document (as modified hereby) to which it is a party, in each case as amended by this Amendment and Restatement, (ii) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Loan Documents and (iii) acknowledges and agrees that the grants of security interests by and the guarantees of the Loan Parties contained in the Loan Documents are, and shall remain, in full force and effect immediately after giving effect to this Ninth Amendment and Restatement. (b) After giving effect to this Amendment and Restatement and the transactions contemplated hereby, including its guarantee effectiveness of the Obligations Amended and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Restated Credit Agreement and the other Credit Amended Documents, in each case after giving effect neither the modification of the Original Credit Agreement or the other Loan Documents effected pursuant to this Ninth Amendment and Restatement, the 2019 Revolving Commitment Increase effected hereby Amended and Restated Credit Agreement and the other transactions contemplated hereby; Amended Documents nor the execution, delivery, performance or effectiveness of this Amendment and (iii) each Guarantor agrees that nothing in Restatement, the Amended and Restated Credit AgreementAgreement or the other Amended Documents impairs the validity, this Ninth Amendment effectiveness or any other Credit Document shall be deemed to require priority of the consent of such Guarantor Liens granted pursuant to any future amendment Loan Document, and such Liens continue unimpaired with the same priority to the Credit Agreementsecure repayment of all Secured Obligations, whether heretofore or hereafter incurred.

Reaffirmation. By executing and delivering a counterpart hereof, Subject to section 12 below: (ia) each Credit Each Reaffirming Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with acknowledges that it has reviewed the terms and provisions thereof of the Existing Credit Agreement and shall be secured the Amended Credit Agreement and consents to (i) the amendment and restatement of the Existing Credit Agreement effected pursuant to this Amendment and the Security Documents in accordance with the terms Amended Credit Agreement and provisions thereof; (ii) each the transactions contemplated by this Amendment and the Amended Credit Agreement. Each Reaffirming Party hereby (Ai) agrees reaffirms its obligations under the Loan Documents to which it is a party and (ii) reaffirms that, notwithstanding the effectiveness of this Ninth Amendment, as Amendment and the consummation of the Ninth Amendment Effective Date and after giving effect theretotransactions contemplated hereby (including the amendment of the Existing Credit Agreement), the Security guarantees, pledges, grants of security interests, Liens and other agreements and obligations of such Reaffirming Party and the terms of each of the Collateral Documents and each other Loan Document to which such Reaffirming Party is a party are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect, (B) agrees that, as effect and shall accrue to the benefit of the Ninth Amendment Effective Date Secured Parties under the Amended Credit Agreement. (b) Each Reaffirming Party hereby confirms and after giving effect to this Ninth Amendment agrees that (i) the Repriced Initial Term Loans and the transactions contemplated herebyRepriced 2021 Incremental Term Loans shall, all upon the funding thereof pursuant to Section 1 hereof, constitute, “Obligations” (or any word of like import) under each of the Liens Amended Credit Agreement and security interests created Collateral Documents and arising under each Security Document to which it is a party remain in full force and effect on a continuous basisother Loan Document, and (ii) the 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 its Obligations under the Amended Credit Agreement have been and will continue to be guaranteed pursuant to Article IV of the Amended Credit Agreement and secured pursuant to the Collateral Documents by a legal, valid, binding and enforceable security interest in and a fully perfected continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all “Collateral” as defined in the Collateral Documents and the other Loan Documents. (as modified herebyc) Each of the Reaffirming Parties hereby confirms that the Agent is authorized to which it is a partyprepare and file all documents, agreements and instruments and take all other actions necessary to satisfy the perfection requirements and to cause the Lien created by each applicable Collateral Document in each case, respect of the Obligations to be duly perfected to the extent provided in, and subject to the limitations and qualifications set forth in, required by such Credit Documents (as modified hereby) and (C) affirms and confirms agreement in accordance with all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyapplicable Laws, including its guarantee the filing of financing statements in such jurisdictions as may be reasonably determined by the Obligations and Administrative Agent or the pledge of and/or grant of a security interest in its assets Collateral Agent as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreementnecessary.

Reaffirmation. By executing signing this Amendment and delivering a counterpart hereofRestatement, (i) each Credit Party hereby agrees that, as confirms that (a) notwithstanding the effectiveness of the Ninth this Amendment Effective Date and after giving effect to this Ninth Amendment Restatement and the transactions contemplated hereby, all Obligations the obligations of such Credit Parties under the Borrower Amended and Restated Credit Agreement (including, without limitation, the Revolving Credit Exposure including with respect to the 2019 Incremental Term B-3 Loans and 2023 Revolving Loans contemplated by this Agreement) and the other Credit CommitmentDocuments (i) shall be guaranteed pursuant are entitled to the Guarantee benefits of the guarantees and the security interests set forth or created in accordance with the terms Amended and provisions thereof and shall be secured pursuant to Restated Credit Agreement, the Security Agreement, the other Security Documents in accordance with and the terms and provisions thereof; other Credit Documents, (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as constitute “Guaranteed Obligations” and “Obligations” for purposes of the Ninth Amendment Effective Date Amended and after giving effect theretoRestated 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 (iv) each Credit Document to which such Credit Party is a party is, and shall continue to be be, in full force and effect, effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (B) agrees thatin the case of the Existing Credit Agreement, as amended hereby) and (b) each Converting Term B-3 Loan Consenting Lender, Revolving Lender and Additional Term B-3 Lender shall be a “Secured Creditor” and a “Lender” (including without limitation for purposes of the Ninth Amendment Effective Date definition of “Required Lenders” contained in Section 1.01 of the Amended and after giving effect to this Ninth Amendment Restated Credit Agreement) for all purposes of the Amended and Restated Credit Agreement and the transactions contemplated herebyother Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, all of the Liens and security interests created and arising under each Security 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 on a continuous basiseffect, are not released or reduced, and the perfected status continue to secure full payment 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee performance of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified increased hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing (a) To induce the 2017 Refinancing Term Lenders and delivering the Administrative Agent to enter into this Amendment No. 1, each of the Loan Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a counterpart hereofparty, (i) including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each Credit Party hereby agrees thatcase as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Ninth date hereof (including as amended pursuant to this Amendment Effective Date No. 1 and the incurrence of the 2017 Refinancing Term Loans hereunder) (collectively, the “Reaffirmed Documents”). Each Loan Party 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 8(a), each Subsidiary Guarantor, in its capacity as a Guarantor under the Guarantee Agreement (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Obligations under the terms and conditions of the Guarantee Agreement and agrees that the Guarantee Agreement remains in full force and effect to the extent set forth in the Guarantee Agreement and after giving effect to this Ninth Amendment No. 1 and the incurrence of the 2017 Refinancing Term Loans, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 1 and the Amended Credit Agreement and that the KE 49201287.2 SC1:4484216.6 principal of, the interest and premium (if any) on, and fees related to, the 2017 Refinancing Term Loans constitute “Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that its guarantee of the Obligations and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this 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 of all Obligations under each of the Loan Documents to which it is a party (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 1 and the incurrence of the 2017 Refinancing Term Loans) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral 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 8(a), 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, all Obligations including the extension of credit in the form of the Borrower (including2017 Refinancing Term Loans. In addition, without limitation, each Reaffirming Grantor reaffirms the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with security interests granted by such Reaffirming Grantor under the terms and provisions thereof and shall be secured conditions of the Collateral Documents (in each case, to the extent a party thereto) to secure the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 1 and the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as incurrence of the Ninth Amendment Effective Date 2017 Refinancing Term Loans) and after giving effect thereto, the Security Documents continue to be agrees that such security interests remain in full force and effecteffect and are hereby ratified, (B) agrees that, as reaffirmed and confirmed. Each Loan Party hereby confirms that the security interests granted by such Reaffirming Grantor under the terms and conditions of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and Loan Documents secure the transactions contemplated hereby, all 2017 Refinancing Term Loans as part of the Liens and security interests created and arising under Obligations. Each Reaffirming Grantor hereby (i) confirms that each Security Collateral Document to which it is a party remain or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in full force accordance with the Collateral Documents, the payment and effect on a continuous basisperformance of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 1 and the perfected status incurrence of the 2017 Refinancing Term Loans), as the case may be, including without limitation the payment and priority performance of all such applicable Obligations that are joint and several obligations of each such Lien Guarantor and each Reaffirming Grantor now or hereafter existing, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest continues in full force and effect continuing Lien on a continuous basisall of such Reaffirming Grantor’s right, unimpairedtitle and interest in, uninterrupted to and undischargedunder all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 1 and the incurrence of the 2017 Refinancing Term Loans), subject to the terms contained in the applicable Loan Documents, and (iii) confirms its Obligations respective pledges, grants of security interests and other obligations, as applicable, under and subject to the Credit terms of each of the Collateral Documents (as modified hereby) to which it is a party, in each case, to . KE 49201287.2 SC1:4484216.6 (d) Each Guarantor (other than the extent provided in, Borrower) acknowledges and subject to agrees that (i) such Guarantor is not required by the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all terms of its obligations and liabilities under the Credit Agreement and each or any other Credit Loan Document (as modified hereby) to which it is a party, in each case after giving effect consent to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; No. 1 and (iiiii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment No. 1 or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party the Borrower hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all Obligations of Loans incurred by the Borrower (including, without limitation, the Revolving Credit Exposure with respect to 2017 New Replacement Term B-2 Loans and the 2019 2017 Converted Replacement Term B-2 Loans incurred by the Borrower) and the Incremental Revolving Credit Commitment) Commitments shall be guaranteed pursuant to the Guarantee and Collateral 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; thereof and (ii) each Credit Party of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Third Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Third Amendment, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations obligations, liabilities and indebtedness under the Credit Documents (as modified hereby) to which it is a partyAgreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Loan Documents (as modified herebyamended by this Third Amendment) and (C) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Credit Loan Document (as modified hereby) to which it is a partyincluding the Incremental Revolving Commitments, the 2017 New Replacement Term B-2 Loans and the 2017 Converted Replacement Term B-2 Loans), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyThird Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Documents, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Loan Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreementcase, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreementextent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Third Amendment).

Reaffirmation. By executing and delivering a counterpart hereofthis Third Amendment, (i) the Borrower and each Credit other Loan Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all Obligations of the Borrower Loans (including, without limitation, the Revolving Credit Exposure with respect to 2021 Incremental Term Loans made available on the 2019 Incremental Revolving Credit CommitmentThird Amendment Funding Date) shall be guaranteed pursuant to the Guarantee Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof; , and (ii) the Borrower and each Credit other Loan Party hereby hereby (A) agrees that, notwithstanding reaffirms its prior grant and the effectiveness of this Ninth Amendment, as validity of the Ninth Amendment Effective Date and Liens granted by it pursuant to the Collateral Documents, (B) agrees that after giving effect theretoto this Third Amendment and the Third Amendment Funding Date, the Security Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties (including, without limitation, the 2021 Incremental Term Lenders) continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms affirms, acknowledges and confirms all its guarantee of its obligations and liabilities under the Credit Agreement and each other Credit Loan Document (as modified hereby) to which it is a partyparty and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations under the Credit Agreement, in each case after giving effect to this Ninth Third Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such ObligationsThird Amendment Funding Date, all as provided in the Security Documents (as modified hereby)such Loan Documents, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, that such obligations, liabilities, guarantee, pledge and and/or grant continue in full force and effect in respect of, and to secure, such the Obligations under the Credit Agreement and the other Credit Loan Documents, each as amended hereby, including the 2021 Incremental Term Loans (including, without limitation, the Obligations with respect to the 2021 Incremental Term Loans), in each case after giving effect to this Ninth Third Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Third Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementFunding Date.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Sixth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated herebySixth Amendment, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Sixth Amendment, as of the Ninth Sixth Amendment Effective Date and after giving effect theretoto this Sixth Amendment, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Sixth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified herebyamended by this Sixth Amendment) and (C) as of the Sixth Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (as modified hereby) to which it is a partyincluding this Sixth Amendment), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebySixth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Documents, and acknowledges and agrees that, that as of the Ninth Sixth Amendment Effective Date, Date 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 (as modified hereby) and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated herebySixth Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Sixth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as Each of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect Parties party to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoGuarantees, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time to time, hereby (i) reaffirms each Lien granted by such Credit Party to the Collateral Agent for the benefit of the Secured Parties and reaffirms the guaranties made pursuant to the Guarantees, (ii) acknowledges and agrees that the grants of security interests by and the guaranties of the Credit Parties contained in the Guarantees, the Security Documents and the other applicable Credit Documents are, and shall remain, in full force and effect after giving effect to this Ninth Amendment and Amendment, (iii) the 2019 Revolving Commitment Increase effected hereby security created by the Security Documents governed by English law or to which the English Guarantors are party shall continue to secure its Secured Obligations (as defined in the Security Documents) under the Credit Documents after giving effect to this Agreement, (iv) that the obligations of the English Guarantors under the Guarantees, the Security Documents and the other transactions Credit Documents would continue notwithstanding the proposed amendments which are expressly contemplated hereby; by the Credit Agreement (and fall within the original contemplation and purview of the parties thereto and the other applicable Credit Documents) and (iiiv) each Guarantor acknowledges and agrees that nothing the security created by the Security Documents governed by Canadian law or to which any Canadian Credit Party is a party shall continue to secure its Obligations (as defined in such Security Documents) under the Credit Documents after giving effect to this Agreement and the proposed amendments which are expressly contemplated herein and by the Credit Agreement and the other applicable Credit Documents fall within the original purview of the Obligations (as defined in such Security Documents and stated therein as being secured thereby). This Amendment shall not constitute a modification of the Credit Agreement, this Ninth Amendment except as specified under Section 2 hereto, or a course of dealing with any Agent or any Lender at variance with the US-DOCS\121253804.12 Amended Credit Agreement such as to require further notice by any Agent or any Lender to require strict compliance with the terms of the Amended Credit Agreement and the other Credit Document Documents in the future, except as expressly set forth herein. The Agents and the Lenders reserve all rights, privileges and remedies under the Credit Documents. Nothing in this Amendment is intended, or shall be deemed construed, to require constitute a novation or an accord and satisfaction of any of the consent Obligations or to modify, affect or impair the perfection, priority or continuation of such Guarantor the security interests in, security titles to or other Liens on any future amendment Collateral for the Obligations or otherwise constitute or be considered as a new or re-granting of security with respect to the Credit AgreementEnglish Guarantors.

Reaffirmation. By executing The Company hereby confirms and delivering a counterpart hereofagrees that, except as otherwise expressly provided herein: (i) each Credit Party hereby agrees thatthe Original Securities Purchase Agreement, as of amended by the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated herebyExchange Agreement, all Obligations of the Borrower (includingand each other Transaction Document is, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effectbe, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect and is hereby ratified and confirmed in all respects, except that on a continuous basisand after the Closing Date (i) all references in the Original Securities Purchase Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to the Original Securities Purchase Agreement shall mean the Original Securities Purchase Agreement, as amended by the Amendment and Exchange Agreement, after taking into account the transactions contemplated herein and hereby, (ii) all references in the other Transaction Documents to the “Original Securities Purchase Agreement” “thereto,” “thereof,” “thereunder” or words of like import referring to the Original Securities Purchase Agreement, shall mean the Original Securities Purchase Agreement, as amended by the Amendment and Exchange Agreement, after taking into account the transactions contemplated herein and hereby, and (iii) all references in the perfected status other Transaction Documents to the “Registration Rights Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Registration Rights Agreement shall mean the Registration Rights Agreement, after taking into account the transactions contemplated herein 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 its Obligations under the Credit Documents hereby. REFERENCES TO NOTES AND WARRANTS IN ALL TRANSACTION DOCUMENTS MEANS NOTES AND WARRANTS AFTER TAKING INTO CONSIDERATION THE TRANSACTIONS CONTEMPLATED HEREIN AND HEREBY; (as modified herebyii) to which it is a party, in each case, to the extent provided inthat the Original Securities Purchase Agreement, and subject to as amended by the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and Exchange Agreement, after taking into account the transactions contemplated herein and hereby, including its guarantee or any other Transaction Document purports to assign or pledge to the Collateral Agent for the Buyers and the holders of the Obligations and Securities, or to grant to the pledge of and/or grant of Collateral Agent a security interest in its assets or lien on, any collateral as Collateral pursuant security for the obligations of the Company from time to time existing in respect of the 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 Security Documents (as modified obligations under the Notes held by all Investors after taking into account the transactions contemplated herein and hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as no additional filing is required to be made in order to maintain the perfection of the Ninth Amendment Effective Datesecurity interest in, or lien, on 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated herebycollateral; and and (iii) each Guarantor agrees that nothing in the Credit Agreementexecution, delivery and effectiveness of this Ninth Amendment Agreement shall not operate as an amendment of any right, power or remedy of the Collateral Agent or the Investors under any other Credit Document shall be deemed to require the consent Transaction Document, nor constitute an amendment of such Guarantor to any future amendment to the Credit Agreementprovision of any Transaction Document.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party Borrower hereby agrees that, as of that all Loans incurred by the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower Borrowers (including, without limitation, as applicable, the 2013 Incremental Term Loans, the Revolving Credit Exposure with respect related to the 2019 Incremental 2013 Revolving Credit CommitmentCommitment Increases and 2013 Refinancing Term Loans) 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; thereof and (ii) each Credit Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Third Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Third Amendment, the First-Lien Security Documents continue to be in full force and effect, effect and (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Loan Document (as modified hereby) including the 2013 Incremental Term Loans, the Revolving Credit Exposure relating to which it is a partythe 2013 Revolving Commitment Increases and the 2013 Refinancing Term Loans), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyThird Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the First-Lien Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the First-Lien Security Documents (as modified hereby)Documents, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Loan Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementThird Amendment.

Reaffirmation. By executing (a) To induce the Lenders party hereto and delivering a counterpart hereofAdministrative Agent to enter into this Amendment, (i) each of the Credit Parties hereby acknowledges and reaffirms its obligations under each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, as amended, restated, supplemented or otherwise modified prior to or as of the extent provided indate hereof (collectively, the “Reaffirmed Documents”). Each Credit Party acknowledges and subject to agrees that each of the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party or otherwise bound shall continue in full force and effect, that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. (b) In furtherance of the foregoing Section 6(a), each Credit Party, in its capacity as a Guarantor under any Guaranty to secure which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Guaranteed Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment and the Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) confirms that each Credit Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents, the payment and performance of the Guaranteed Obligations, including the payment and performance of all as provided in the Security Documents such applicable Guaranteed Obligations that are joint and several obligations of each Guarantor now or hereafter existing; (as modified hereby), and ii) acknowledges and agrees that, as that its Guaranty and each of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant Credit Documents to which it is a party or otherwise bound shall continue in full force and effect in respect of, and to secure, such Obligations under that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the Credit Agreement and the other Credit Documents, in each case after giving effect to execution or effectiveness of this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated herebyAmendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent and each Beneficiary that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Credit Documents. (c) Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to this Amendment and (ii) nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party the Borrower hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all Obligations of Loans incurred by the Borrower (including, without limitation, the Revolving Credit Exposure with respect to 2017 New Replacement Term Loans and the 2019 Incremental Revolving Credit Commitment2017 Converted Replacement Term Loans incurred by the Borrower) shall be guaranteed pursuant to the Guarantee and Collateral 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; thereof and (ii) each Credit Party of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Second Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Second Amendment, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations obligations, liabilities and indebtedness under the Credit Documents (as modified hereby) to which it is a partyAgreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Loan Documents (as modified herebyamended by this Second Amendment) and (C) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Credit Loan Document (as modified hereby) to which it is a partyincluding the 2017 New Replacement Term Loans and the 2017 Converted Replacement Term Loans), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebySecond Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Documents, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Loan Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreementcase, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreementextent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Second Amendment).

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party of the Borrower and the Subsidiary Guarantors party hereto hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all Obligations of Loans incurred by the Borrower (including, without limitation, the Revolving Credit Exposure with respect to 2019 New Replacement Term B-4 Loans, the 2019 Converted Replacement Term B-4 Loans and the 2019 Incremental Revolving Credit CommitmentTerm B-4 Loans incurred by the Borrower) shall be guaranteed pursuant to the Guarantee and Collateral 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; thereof and (ii) each Credit Party of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Seventh Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Seventh Amendment, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations obligations, liabilities and indebtedness under the Credit Documents (as modified hereby) to which it is a partyAgreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Loan Documents (as modified herebyamended by this Seventh Amendment) and (C) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Credit Loan Document (as modified hereby) to which it is a partyincluding the 2019 New Replacement Term B-4 Loans, the 2019 Converted Replacement Term B-4 Loans and the 2019 Incremental Term B-4 Loans), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebySeventh Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Documents, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Loan Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreementcase, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreementextent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Seventh Amendment).

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Fifth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated herebyFifth Amendment, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Fifth Amendment, as of the Ninth Fifth Amendment Effective Date and after giving effect theretoto this Fifth Amendment, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Fifth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified herebyamended by this Fifth Amendment) and (C) as of the Fifth Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (as modified hereby) to which it is a partyincluding this Fifth Amendment), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyFifth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Documents, and acknowledges and agrees that, that as of the Ninth Fifth Amendment Effective Date, Date 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 (as modified hereby) and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated herebyFifth Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Fifth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Fifth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated herebyFifth Amendment, all Obligations of the each Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee Guaranty 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) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Fifth Amendment, as of the Ninth Fifth Amendment Effective Date and after giving effect theretoto this Fifth Amendment, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Fifth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its all Obligations under the Credit 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 Credit Loan Documents (as modified herebyamended by this Fifth Amendment) and (C) as of the Fifth Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Credit Loan Document (as modified hereby) to which it is a partyincluding this Fifth Amendment), in each case case, after giving effect to this Ninth Amendment and the transactions contemplated herebyFifth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Documents, and acknowledges and agrees that, that as of the Ninth Fifth Amendment Effective Date, Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the other Credit Loan Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementFifth Amendment.

Reaffirmation. By executing Holdings, the Borrower and delivering each other Guarantor party hereto (each, a counterpart hereof“Reaffirming Party” and collectively, (ithe “Reaffirming Parties”) each Credit Party hereby agrees that, as acknowledges its receipt of a copy of this Amendment and its review of the Ninth Amendment Effective Date terms and after giving effect conditions thereof and consents to the terms and conditions of this Ninth Amendment and the transactions contemplated hereby, all Obligations including the extension of credit to the Borrower in the form of Additional Term B-1 Commitments, Incremental Term B-1 Commitments and Term B-1 Loans (including, without limitationfor the avoidance of doubt, the Revolving Credit Exposure with respect Incremental Term B-1 Loans). Each Reaffirming Party hereby (a) affirms and confirms the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the 2019 Incremental Revolving Credit Commitmenttransactions contemplated hereby, (b) shall be guaranteed affirms and confirms its guarantee of the Secured Obligations pursuant to the Guarantee in accordance with Agreement, (c) affirms and confirms its prior pledges and grants of Liens on the terms Collateral to secure the Secured Obligations and provisions thereof and shall be secured pursuant to other commitments under the Security Documents in accordance with the terms to which it is a party and provisions thereof; (ii) each Credit Party hereby (Ad) agrees that, notwithstanding that (i) the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date Guarantee Agreement and after giving effect thereto, the each Security Documents Document to which it is a party shall continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby(ii) all guarantees, all of the Liens Liens, pledges, grants and security interests created and arising under each Security Document other commitments thereunder shall continue to which it is a party remain be in full force and effect on a continuous basis, and shall secure the 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 its Secured Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment including, without limitation, the extension of credit to the Borrower in the form of Additional Term B-1 Commitments, Incremental Term B-1 Commitments and Term B-1 Loans (including, for the transactions contemplated herebyavoidance of doubt, including its guarantee the Incremental Term B-1 Loans)) and shall accrue to the benefit of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Agent and the other Credit DocumentsSecured Parties, in each case after giving effect to this Ninth Amendment and including without limitation, the 2019 Revolving Commitment Increase effected hereby and Term B-1 Lenders (including, for the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in avoidance of doubt, the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementIncremental Term B-1 Lenders).

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Loan Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all Obligations of Loans incurred by the Borrower (including, without limitation, the Revolving Credit Exposure with respect to 2020 New Refinancing Term B Loans and the 2019 Incremental Revolving Credit Commitment2020 Converted Refinancing Term B Loans) shall be guaranteed pursuant to the Guarantee Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Collateral Documents (as amended hereby) in accordance with the terms and provisions thereof; (ii) each Credit Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Fourth Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Fourth Amendment, the Security Collateral Documents continue to be in full force and effect, ; (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Collateral Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations obligations, liabilities and indebtedness under the Credit Documents (as modified hereby) to which it is a partyAgreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Loan Documents (as modified herebyamended by this Fourth Amendment) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Loan Document (as modified hereby) to which it is a partyincluding the 2020 New Refinancing Term B Loans and the 2020 Converted Refinancing Term B Loans), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyFourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Collateral Documents (as modified amended hereby) to which it is a party to secure such Obligations, all as provided in the Security Collateral Documents (as modified amended hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Loan Documents, in each case after giving effect to this Ninth Fourth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Fourth Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each Security Reaffirming Party (i) each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth AmendmentAmendment No. 10 or consummation of the 2016 Restatement Transactions, each of the Security Documents (as each may have been amended, modified and/or confirmed on or prior to the date hereof) set forth on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to any additional Bank Obligations arising as a result of the 2016 Restatement Transactions, which shall, as of the Ninth date hereof, be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement. (a) Each Reaffirming Party hereby (i) ratifies and affirms Amendment Effective Date No. 10 and after giving effect theretothe 2016 Restatement Transactions, (ii) agrees that, notwithstanding the Security Documents continue effectiveness of Amendment No. 10, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (Biii) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Bank Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant (with respect to the Security Documents (as modified herebyitself) to which it is a party to secure such Obligations, all as provided in the Security Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified hereby)from time to time) and (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the relevant Loan Document, and acknowledges and agrees that, as including Schedule 10.03 of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge Credit Agreement mutatis mutandis and grant continue in any Guarantor Joinder to the Credit Agreement) continues in full force and effect in respect of, and to secure, such of the Bank Obligations under the Credit Agreement and the other Credit Loan Documents, including any additional Bank Obligations arising as a result of the 2016 Restatement Transactions. (b) Each of the Security Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party, all additional Bank Obligations arising as a result of the 2016 Restatement Transactions constitute “Obligations”, “Secured Liabilities” and words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in Schedule B. (c) Each of the Security Reaffirming Parties hereby agrees that the Parallel Debt, if any, of such Security Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and shall accrue to the benefit of each case after giving effect Collateral Agent (for the benefit of the Secured Parties (as defined in the First Lien Intercreditor Agreement)) and shall continue to this Ninth apply, as applicable, in relation to all Obligations following the effectiveness of Amendment No. 10 and the 2019 Revolving Commitment Increase effected hereby and consummation of the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement2016 Restatement Transactions.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Fourth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated herebyFourth Amendment, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Fourth Amendment, as of the Ninth Fourth Amendment Effective Date and after giving effect theretoto this Fourth Amendment, the Security AMERICAS 118492174 Collateral Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Fourth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Collateral Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified herebyamended by this Fourth Amendment) and (C) as of the Fourth Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (as modified hereby) to which it is a partyincluding this Fourth Amendment), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyFourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as constituting Collateral pursuant to the Security Collateral Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Collateral Documents, and acknowledges and agrees that, that as of the Ninth Fourth Amendment Effective Date, Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated herebyFourth Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Fourth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Amended Credit Agreement.

Reaffirmation. By executing Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and delivering shall not serve to effect a counterpart hereof, (i) each Credit Party hereby agrees that, as novation of the Ninth Amendment Effective Date “Obligations” (as defined in the Original Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and after giving effect to this Ninth Amendment liabilities created under the Original Financing Agreement and the transactions contemplated herebyOriginal Notes, all Obligations of which is evidenced by the Original Notes and secured by the Collateral. Each Borrower (including, without limitation, acknowledges and confirms that the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with the terms Liens and provisions thereof and shall be secured security interests granted pursuant to the Security Documents in accordance with secure the terms indebtedness, liabilities and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding obligations of the effectiveness of this Ninth AmendmentBorrowers to the Agent and the Lenders and Holders under the Original Notes and the Original Financing Agreement, as of the Ninth Amendment Effective Date amended and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, restated pursuant to the extent provided inNotes and this Agreement, respectively (except that the grants of security interests, mortgages and subject to the limitations Liens under and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)shall continue unaltered, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant each other Transaction Document shall continue in full force and effect in respect ofaccordance 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 securedescribe or refer to the indebtedness, such Obligations liabilities and obligations of the Borrowers to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Borrowers under the Credit this Agreement and the other Credit DocumentsNotes delivered hereunder, and under the Original 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 case after giving be deemed to be amended to the extent necessary to give effect to the provisions of this Ninth Amendment Section 13.17. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and Notes issued hereunder, respectively (iii) as each Guarantor agrees that nothing may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Credit Agreement, this Ninth Amendment or any other Credit Document Transaction Documents to particular section numbers in the Original Financing Agreement shall be deemed to require the consent of such Guarantor to any future amendment be cross-references to the Credit corresponding sections, as applicable, of this Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Fifteenth Amendment Effective Date and after giving effect to this Ninth Fifteenth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 2023 Incremental Revolving Credit CommitmentTerm Loans) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Fifteenth Amendment, as of the Ninth Fifteenth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Fifteenth Amendment Effective Date and after giving effect to this Ninth Fifteenth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Fifteenth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Fifteenth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Fifteenth Amendment and the 2019 Revolving Commitment Increase incurrence of the 2023 Incremental Term Loans effected hereby and the other transactions contemplated herebyhereby (including the 2018 Incremental Term Loan Maturity Extension); and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Fifteenth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementAgreement (as modified hereby). This Fifteenth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Reaffirmation. By Section 6.01. Each of Parent and each Credit Party hereby acknowledges and agrees that it expects to realize substantial direct and indirect benefits as a result of the transactions contemplated by this Third Amendment and the extension of credit to the Borrower in the form of the Revolving Loans and the Term Loans from and after the date hereof. Section 6.02. Each of Parent and each Credit Party hereby acknowledges its receipt of this Third Amendment (including, for the avoidance of doubt, the Annexes attached hereto) and its review of the terms and conditions thereof and consents to the terms and conditions of this Third Amendment (including, for the avoidance of doubt, the Annexes attached hereto) contemplated hereby and thereby, including the extension of credit to the Borrower in the form of the Revolving Loans and the Term Loans from and after the date hereof. Section 6.03. Each of Parent and each Credit Party, by executing and delivering a counterpart copy hereof, hereby (i) each Credit Party hereby agrees thataffirms and confirms its guarantee, as of pledge, grant and other agreements under and pursuant to the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment applicable Guaranty and the transactions contemplated hereby, all Obligations of the Borrower Security Documents (including, without limitation, any such Security Documents governed by the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitmentlaws of New York, Brazil, Cayman, Island of Guernsey, Mexico, Netherlands, Norway, Scotland, Bahamas, Isle of Man, Vanuatu and England and Wales) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Third Amendment, as of the Ninth Amendment Effective Date (x) each such Guaranty and after giving Security Document continues to be in full force and effect theretoand (y) all guarantees, the Security Documents pledges, grants and other agreements thereunder shall continue to be in full force and effecteffect without interruption to secure the Secured Obligations (including, (B) agrees thatfor the avoidance of doubt, as of the Ninth Amendment Effective Date Revolving Loans and Term Loans made by the Lenders from and after giving effect to this Ninth Amendment the date hereof and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations other obligations under the Credit Documents (as each such Credit Document may be amended on the date hereof and as it may be further amended, restated, modified hereby) or supplemented from time to which it is a partytime), in each case, to the extent provided in, as such agreements and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, documents are being amended hereby or in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreementconnection herewith.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees thatThe Reaffirming Parties, as of party to the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitationCredit Agreement, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoSubsidiary Guaranty, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated herebyother Loan Documents (in each case, to which such Reaffirming Party is a party) and as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that the Tranche B-1 Term Loan Lenders, the Tranche B-2 Term Loan Lenders, the Tranche B-3 Term Loan Lenders and the 2018 Revolving Lenders are Lenders and the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans and the 2018 Revolving Loans are Loans, and that all of its obligations under the Liens Credit Agreement, the Security Documents and security interests created and arising under each Security Document the other Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) ratifies and the perfected status and priority of reaffirms (A) each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which granted by it is a party, in each case, to the extent provided in, and subject to Collateral Agent for the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee benefit of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral Secured Parties, (B) any guaranties made by it pursuant to the Security Documents (as modified hereby) to which it is a party to secure such ObligationsSubsidiary Guaranty, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit DocumentsLoan Documents and (C) the validity and enforceability of all of such Liens and security interests heretofore granted, pursuant to and in connection with the Subsidiary Guaranty, the Security Documents or any other Loan Document to Collateral Agent, on behalf and for the benefit of each Secured Party, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, (iii) acknowledges and agrees that the grants of security interests by the Obligors contained in the Security Agreement and any other Security Document shall remain, in each case full force and effect after giving effect to this Ninth Amendment Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by each Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans and the 2019 2018 Revolving Commitment Increase effected hereby Loans under the Credit Agreement and are entitled to the benefits of the guarantees and the security interests set forth or created in the Subsidiary Guaranty, the Security Documents and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing Loan Documents. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit AgreementAgreement or the other Loan Documents, this Ninth Amendment or any other Credit Document which shall be deemed to require the consent of such Guarantor remain in full force and effect, except to any future amendment to the Credit Agreementextent modified hereby.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Second Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated herebySecond Amendment, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Second Amendment, as of the Ninth Second Amendment Effective Date and after giving effect theretoto this Second Amendment, the Security Collateral Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Second Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Collateral Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified herebyamended by this Second Amendment) and (C) as of the Second Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (as modified hereby) to which it is a partyincluding this Second Amendment), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebySecond Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as constituting Collateral pursuant to the Security Collateral Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Collateral Documents, and acknowledges and agrees that, that as of the Ninth Second Amendment Effective Date, Date 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 (as modified hereby) and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated herebySecond Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Second Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing (a) To induce the 2018 Refinancing Term Lenders and delivering the Administrative Agent to enter into this Amendment No. 4, each of the Loan Parties and Gibraltar Holdings hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a counterpart hereofparty, (i) including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each Credit Party hereby agrees thatcase as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Ninth date hereof (including as amended pursuant to the First Amendment, the Second Amendment, the Third Amendment Effective Date and this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans hereunder) (collectively, the “Reaffirmed Documents”). The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 4. (b) In furtherance of the foregoing Section 8(a), each Loan Party, in its capacity as a Guarantor under the Guaranty to which it is a party (in such capacity, 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 the extent set forth in such Guaranty and after giving effect to this Ninth Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 4 and the Amended Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2018 Refinancing Term Loans constitute “Secured Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that the Guaranty and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 4, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Secured Obligations under each of the Loan Documents to which it is a party (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, 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 8(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. 4 and the transactions contemplated hereby, all Obligations including the extension of credit in the form of the Borrower (including2018 Refinancing Term Loans. In addition, without limitation, each Reaffirming Grantor reaffirms the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with security interests granted by such Reaffirming Grantor under the terms and provisions thereof and shall be secured pursuant to conditions of the Security Documents (in accordance with each case, to the terms extent a party thereto) to secure the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as incurrence of the Ninth Amendment Effective Date 2018 Refinancing Term Loans) and after giving effect thereto, the Security Documents continue to be agrees that such security interests remain in full force and effecteffect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (Bi) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under confirms that each Security Document to which it is a party remain or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in full force accordance with the Security Documents, the payment and effect on a continuous basisperformance of the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the perfected status incurrence of the 2018 Refinancing Term Loans), including without limitation the payment and priority performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, in each case pursuant to the terms of the Security Documents such Lien and Reaffirming Grantor is a party to, (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest continues in full force and effect continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral to which such Reaffirming Grantor granted a continuous basissecurity interest in and a continuing Lien on pursuant to the terms of the Security Documents to which such Reaffirming Grantor is party to, unimpaired, uninterrupted in each case whether now owned or existing or hereafter acquired or arising and undischargedwherever 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 Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 4 and the incurrence of the 2018 Refinancing Term Loans), subject to the terms contained in the applicable Loan Documents and (iii) confirms its Obligations respective pledges, grants of security interests and other obligations, as applicable, under and subject to the Credit terms of each of the Security Documents (as modified hereby) to which it is a party, in . (d) Gibraltar Holdings and each case, to Guarantor (other than the extent provided in, Borrower) acknowledges and subject to agrees that (i) it is not required by the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all terms of its obligations and liabilities under the Credit Agreement and each or any other Credit Loan Document (as modified hereby) to which it is a party, in each case after giving effect consent to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; No. 4 and (iiiii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment No. 4 or any other Credit Loan Document shall be deemed to require the consent of Gibraltar Holdings or such Guarantor to any future amendment to amendment, consent or waiver of the terms of the Credit Agreement. (e) As promptly as practical but in no event later than 90 days after the Amendment No. 4 Effective Date, subject to extension by the Administrative Agent in its sole discretion, the Borrower and applicable Guarantors shall take the actions specified in Sections 3.8(d)(1)-(3) of the Collateral Trust Agreement. (f) As promptly as practical but in no event later than 90 days after the Amendment No. 4 Effective Date, subject to extension by the Administrative Agent in its sole discretion, Gibraltar Holdings shall execute and deliver a deed of confirmation, in form and substance reasonably satisfactory to the Administrative Agent.

Reaffirmation. By executing The Borrower, on behalf of each of the Loan Parties party to the Guaranty, the Collateral Agreement and delivering a counterpart hereofthe other Collateral Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) each Credit Party hereby acknowledges and agrees that, as of that (x) the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment No. 6 Extended Revolving Commitments and the transactions contemplated herebyAmendment No. 6 Non-Extended Revolving Commitments are Revolving Commitments and the Amendment No. 6 Extended Revolving Lenders and Amendment No. 6 Non-Extended Revolving Lenders are Lenders, in each case under the Amended Credit Agreement, and (y) that all Obligations of its obligations under the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with the terms Guaranty and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by each Loan Party to the Collateral Agent for the benefit of the Administrative Agent and the perfected status Secured Creditors (including the Amendment No. 6 Extended Revolving Lenders) and priority reaffirms the guaranties made pursuant to the Guaranty, (iii) acknowledges and agrees that the grants of each such Lien security interests by and security interest continues the guaranties of the Loan Parties contained in the Guaranty and the Security Documents are, and shall remain, in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth the Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)No. 6, and acknowledges (iv) agrees that the Loan Document Obligations include, among other things and agrees thatwithout limitation, as the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge principal and grant continue in full force and effect in respect ofinterest on, and to securepremium (if any) on, such Obligations the Revolving Loans under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Amended Credit Agreement.

Reaffirmation. By executing and delivering a counterpart Subject to Section 12 hereof, : (ia) each Credit Each Reaffirming Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with acknowledges that it has reviewed the terms and provisions thereof of the Existing Credit Agreement and shall be secured the Amended Credit Agreement and consents to (i) the amendment and restatement of the Existing Credit Agreement effected pursuant to this Amendment and the Security Documents in accordance with the terms Amended Credit Agreement and provisions thereof; (ii) each the transactions contemplated by this Amendment and the Amended Credit Agreement. Each Reaffirming Party hereby (Ai) agrees reaffirms its obligations under the Loan Documents to which it is a party and (ii) reaffirms that, notwithstanding the effectiveness of this Ninth Amendment, as Amendment and the consummation of the Ninth Amendment Effective Date and after giving effect theretotransactions contemplated hereby (including the amendment of the Existing Credit Agreement), the Security guarantees, pledges, grants of security interests, Liens and other agreements and obligations of such Reaffirming Party and the terms of each of the Collateral Documents and each other Loan Document to which such Reaffirming Party is a party are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect, (B) agrees that, as effect and shall accrue to the benefit of the Ninth Amendment Effective Date Secured Parties under the Amended Credit Agreement. (b) Each Reaffirming Party hereby confirms and after giving effect to this Ninth Amendment agrees that (i) the 2025 Revolving Credit Commitments and 2025 Revolving Credit Loans (upon the transactions contemplated hereby, all funding thereof) shall constitute “Obligations” (or any word of like import) under each of the Liens Amended Credit Agreement and security interests created Collateral Documents and arising under each Security Document to which it is a party remain in full force and effect on a continuous basisother Loan Document, and (ii) the 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 its Obligations under the Amended Credit Agreement have been and will continue to be guaranteed pursuant to Article IV of the Amended Credit Agreement and secured pursuant to the Collateral Documents by a legal, valid, binding and enforceable security interest in and a fully perfected continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all “Collateral” as defined in the Collateral Documents and the other Loan Documents. (as modified herebyc) Each of the Reaffirming Parties hereby confirms that the Agent is authorized to which it is a partyprepare and file all documents, agreements and instruments and take all other actions necessary to satisfy the perfection requirements and to cause the Lien created by each applicable Collateral Document in each case, respect of the Obligations to be duly perfected to the extent provided in, and subject to the limitations and qualifications set forth in, required by such Credit Documents (as modified hereby) and (C) affirms and confirms agreement in accordance with all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyapplicable Laws, including its guarantee the filing of financing statements in such jurisdictions as may be reasonably determined by the Obligations and Administrative Agent or the pledge of and/or grant of a security interest in its assets Collateral Agent as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreementnecessary.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all Obligations of the Borrower (including, without limitation, the 2016 Incremental Term Loans and the Revolving Credit Exposure with respect to the 2019 Incremental 2016 New Revolving Credit CommitmentLoan Commitments) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth 2016 Incremental Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this 2016 Incremental Amendment, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified herebyamended by this 2016 Incremental Amendment) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (as modified hereby) to which it is a partyincluding this 2016 Incremental Amendment), in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby2016 Incremental Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Documents, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth 2016 Incremental Amendment and the 2019 incurrence of the 2016 Incremental Term Loans and the 2016 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth 2016 Incremental Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof(a) After giving effect to the Third Amendment, (i) the Borrower reaffirms the covenants, pledges, grants of Liens and agreements or other commitments contained in each Credit Party hereby agrees thatLoan Document to which it is a party, including, in each case, such covenants, pledges, grants of Liens and agreements or other commitments as of the Ninth Amendment Effective Date and in effect immediately after giving effect to this Ninth Third Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Loan Guarantor reaffirms its guarantee of the Secured Obligations (including the Secured Obligations arising out of the incurrence of the 2019-1 Incremental Term Loans) and (iii) each of the Borrower and each Loan Guarantor reaffirms each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Party Agreement as amended by the Third Amendment, and shall continue to secure the Secured Obligations (including the Secured Obligations arising out of the incurrence of the 2019-1 Incremental Term Loans), in each case, on and subject to the terms and conditions set forth in the Credit Agreement, as amended by the Third Amendment, and the other Loan Documents. (b) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that neither the modification of the Credit Agreement effected pursuant to this Third Amendment nor the execution, delivery, performance or effectiveness of this Third Amendment 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. (c) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents each Loan Document to which it is a party shall continue to be in full force and effect, effect and (B) agrees thatall guarantees, as pledges, grants of Liens, covenants, agreements and other commitments by such Loan Party under the Ninth Amendment Effective Date and after giving effect Loan Documents shall continue to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain be in full force and effect on a continuous basis, and the 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 its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, shall accrue to the extent provided inbenefit of the Secured Parties and shall not be affected, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and impaired or discharged hereby or by the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementThird Amendment.

Reaffirmation. By executing and delivering a counterpart hereofAs of the Amendment No. 2 Effective Date, (i) each Credit Party hereby agrees that, as confirms that (a) notwithstanding the effectiveness of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations (i) the obligations of such Credit Parties under the Borrower Amended Credit Agreement (including, without limitationfrom and after the Amendment No. 2 Effective Date, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Term B-1 Loans contemplated by this Agreement) and the other Credit Commitment) shall be guaranteed pursuant Documents are entitled to the Guarantee benefits of the guarantees and the security interests set forth or created in accordance with the terms and provisions thereof and shall be secured pursuant to Amended Credit Agreement, the Security Agreement, the other Security Documents in accordance with and the terms other Credit Documents and provisions thereof; constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (ii) 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 (iii) each Credit Document to which such Credit Party hereby (A) agrees thatis a party is, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents shall continue to be be, in full force and effect, effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (B) agrees thatin the case of the Credit Agreement, as amended hereby) and (b) each Term B-1 Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment Amended Credit Agreement and the transactions contemplated herebyother Credit Documents. Each Credit Party ratifies and confirms its prior grant and the validity of all Liens granted pursuant to the Credit Documents and that all Liens granted, all of the Liens and security interests created and arising under each Security 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 on a continuous basiseffect, are not released or reduced, and the perfected status continue to secure full payment 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee performance of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified increased hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party the Borrower hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all Obligations of Loans incurred by the Borrower (including, without limitation, the 2018 New Replacement Term B-3 Loans and the 2018 Converted Replacement Term B-3 Loans incurred by the Borrower) and the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) Commitments shall be guaranteed pursuant to the Guarantee and Collateral 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; thereof and (ii) each Credit Party of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Fourth Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Fourth Amendment, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations obligations, liabilities and indebtedness under the Credit Documents (as modified hereby) to which it is a partyAgreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Loan Documents (as modified herebyamended by this Fourth Amendment) and (C) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Credit Loan Document (as modified hereby) to which it is a partyincluding the Revolving Commitments, the 2018 New Replacement Term B-3 Loans and the 2018 Converted Replacement Term B-3 Loans), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyFourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Documents, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Loan Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreementcase, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreementextent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Fourth Amendment).

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment Borrower and the transactions contemplated hereby, Subsidiary Guarantors party hereto hereby agree that all Obligations of Loans incurred by the Borrower (including, without limitation, and the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) Commitments shall be guaranteed pursuant to the Guarantee and Collateral 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; thereof and (ii) each Credit Party of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Sixth Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Sixth Amendment, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations obligations, liabilities and indebtedness under the Credit Documents (as modified hereby) to which it is a partyAgreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Loan Documents (as modified herebyamended by this Sixth Amendment) and (C) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Credit Loan Document (as modified hereby) to which it is a partyincluding the Incremental Revolving Commitments), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebySixth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Documents, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Loan Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreementcase, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreementextent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Sixth Amendment).

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Fourth Amendment Effective Date and after giving effect to this Ninth Fourth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental 2022-D New Revolving Credit CommitmentCommitments) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Fourth Amendment, as of the Ninth Fourth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Fourth Amendment Effective Date and after giving effect to this Ninth Fourth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Fourth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Fourth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Fourth Amendment and the 2019 incurrence of the 2022-D Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Fourth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Fourth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Reaffirmation. By executing 6.1. Each of Holdings, the Borrower and delivering the Subsidiary Guarantors (each, a counterpart hereof“Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents to which it is a party and (b) agrees that (i) each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect Loan Document to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) which it is a party shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (Bii) agrees thatall obligations and liabilities of the Borrower under the Existing Credit Agreement, as amended pursuant to this Amendment No. 5, constitute “Guaranteed Obligations” under and as defined in each of the Ninth Amendment Effective Date Holdings Guaranty and after giving effect 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 the Existing Credit Agreement, as amended pursuant to this Ninth Amendment No. 5 constitute “Secured Obligations” under and as defined in the Pledge Agreement and are secured by and entitled to the benefits of the Pledge Agreement and the other Security Documents, (iv) all obligations and liabilities of Holdings under the Holdings Guaranty and Pledge Agreement constitute “Secured Obligations” under and as defined in the Holdings Guaranty and Pledge Agreement and are secured by and entitled to the benefits of the Holdings Guaranty and Pledge Agreement and (iv) all guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents 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, all . 6.2. The representations and warranties of each Reaffirming Party set forth in the Liens and security interests created and arising under each Security Document Loan Documents to which it is a party remain are, after giving effect to hereto, true and correct in full force all material respects on and as of the Amendment No. 5 Effective Date with the same effect as though made on a continuous basisand as of such date, except to the extent such representations and the perfected status warranties expressly relate to an earlier date in which case they shall be true and priority correct in all material respects as of each such Lien and security interest continues in full force and effect on a continuous basisearlier date; provided, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each casethat, to the extent provided inthat any such representations and warranties are qualified by materiality, material adverse effect or similar language, such representations and warranties shall be true and correct in all respects. 6.3. After giving effect hereto, neither the amendment of the Existing Credit Agreement effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Amendment No. 5 (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and subject such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. 6.4. Each of the Borrower and the Subsidiary Guarantors represents and warrants to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement Administrative Agent and each other Credit Document (as modified hereby) to which it is a party, in each case Lender that after giving effect to this Ninth Amendment No. 5, no Default or Event of Default has occurred and the transactions contemplated hereby, including its guarantee is continuing. 6.5. This Amendment No. 5 is a Loan Document. 6.6. This Amendment No. 5 shall not constitute a novation of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Existing Credit Agreement and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementLoan Document.

Reaffirmation. By executing The Borrower, on behalf of each of the Loan Parties party to the Guaranty, the Collateral Agreement and delivering a counterpart hereofthe other Collateral Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) each Credit Party hereby acknowledges and agrees that, as of that (w) the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment Extended Revolving Commitments are Revolving Commitments and the transactions contemplated herebyExtending Revolving Lenders are Lenders, in each case under the Amended Credit Agreement, (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 Obligations of its obligations under the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with the terms Guaranty and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by each Loan Party to the Collateral Agent for the benefit of the Administrative Agent and the perfected status Secured Creditors (including the Increasing Revolving Lenders, the New Revolving Lenders and priority the Extending Revolving Lenders) and reaffirms the guaranties made pursuant to the Guaranty, (iii) acknowledges and agrees that the grants of each such Lien security interests by and security interest continues the guaranties of the Loan Parties contained in the Guaranty and the Security Documents are, and shall remain, in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth the Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)No. 3, and acknowledges (iv) agrees that the Loan Document Obligations include, among other things and agrees thatwithout limitation, as the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge principal and grant continue in full force and effect in respect ofinterest on, and to securepremium (if any) on, such Obligations the Revolving Loans under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Amended Credit Agreement.

Reaffirmation. By executing Subject to any limitations on its obligations expressly stated in the Loan Documents to which it is a party, the Borrower, Holdings and delivering a counterpart hereofeach other Loan Party, as of the Amendment No. 2 Effective Date, (i) each Credit Party hereby acknowledges and agrees that, as that all of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower its obligations (including, without limitationfor the avoidance of doubt, the Revolving Credit Exposure obligations with respect to the 2019 2024 Incremental Revolving Commitments) under the Amended Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment Agreement and the transactions contemplated hereby, all of other the Liens and security interests created and arising under each Security Document Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basisbasis as and to the extent provided in the Loan Documents, (ii) reaffirms each Lien granted by each Loan Party to the Administrative Agent for the benefit of the Secured Parties and reaffirms the Guarantees made pursuant to the Guaranty Agreement as and to the extent provided in the Loan Documents (in each case, including, for the avoidance of doubt, with respect to the 2024 Incremental Revolving Commitments) and (iii) acknowledges and agrees that the grants of Liens by and the Guarantees of the Loan Parties contained in the Guaranty Agreement and the Security Documents (in each case, including, for the avoidance of doubt, with respect to the 2024 Incremental Revolving Commitments) are, and the perfected status and priority of each such Lien and security interest continues shall remain, in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment as and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as extent provided in the Security Documents (Loan Documents. Nothing contained in this Amendment shall be construed as modified hereby), and acknowledges and agrees that, as substitution or novation of the Ninth Amendment Effective Dateobligations outstanding under the Amended Credit Agreement or the other Loan Documents, such obligations, liabilities, guarantee, pledge and grant continue which shall remain in full force and effect effect, except to any extent modified hereby. Holdings acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in respect of, and to securethis Amendment, such Obligations under Loan Party is not required by the terms of the Existing Credit Agreement, the Amended Credit Agreement and the or any other Credit Documents, Loan Document (in each case after giving effect case, including, for the avoidance of doubt, Liens and Guarantees with respect to the 2024 Incremental Revolving Commitments) to consent to the amendment to the Existing Credit Agreement effected pursuant to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iiiii) each Guarantor agrees that nothing in the Existing Credit Agreement, the Amended Credit Agreement, this Ninth Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Loan Party to any future amendment amendments to the Amended Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Seventeenth Amendment Effective Date and after giving effect to this Ninth Seventeenth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Seventeenth Amendment, as of the Ninth Seventeenth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Seventeenth Amendment Effective Date and after giving effect to this Ninth Seventeenth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Seventeenth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Seventeenth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Seventeenth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Seventeenth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementAgreement (as modified hereby). This Seventeenth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Reaffirmation. By executing and delivering a counterpart hereof, (%3) Each of the Reaffirming Parties (i) each Credit Party hereby agrees that, as of consents to the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment Agreement and the transactions contemplated hereby, all Obligations of the Borrower thereby (including, without limitation, the Revolving Credit Exposure with respect to terms of the 2019 Incremental Revolving Credit CommitmentAgency Successor Agreement, dated as of July 25, 2014, by and among the Former Administrative Agent, the Administrative Agent and the Borrower), (ii) shall be guaranteed pursuant to hereby confirms its guarantees (in the Guarantee case of Holdings) and its pledges, grants of security interests and other agreements (in accordance with the terms and provisions thereof and shall be secured pursuant to case of all Reaffirming Parties), as applicable, under each of the Security Documents in accordance with and/or the terms Guaranty and provisions thereof; Pledge Agreement to which it is party and (ii) each Credit Party hereby (Aiii) agrees that, that notwithstanding the effectiveness of this Ninth Amendment, as the Amendment Agreement and the consummation of the Ninth Amendment Effective Date transactions contemplated thereby, such guarantees, pledges (subject, in the case of pledges of Pledged Stock (as defined in the Collateral Agreement) and after giving effect theretoPledged Equity (as defined in the Modified Guarantee and Pledge Agreement) of any entity that is a licensee or registered holding company under the Nevada Gaming Laws, to the Security Documents prior approval of the Nevada Gaming Authorities), grants of security interests and other agreements shall continue to be in full force and effect, (B) agrees that, as effect and shall accrue to the benefit of the Ninth Amendment Effective Date Lenders under the Amended Credit Agreement (or, in the case of the Guaranty and after giving effect Pledge Agreement, the Credit Agreement Holdco Secured Parties (as defined in the Guaranty and Pledge Agreement)). Each of the Reaffirming Parties further agrees to this Ninth Amendment take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings and the transactions contemplated hereby, all Borrower with Section 5.10 of the Liens and security interests created and arising Amended Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document and the Guaranty and Pledge Agreement to which it is a party remain and further agrees that notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby, such obligations shall continue to be in full force and effect on a continuous basisand shall accrue to the benefit of the Lenders under the Amended Credit Agreement (or, in the case of the Guaranty and Pledge Agreement, the Credit Agreement Holdco Secured Parties (as defined in the Guaranty and Pledge Agreement)). (a) (i) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrower hereby confirms and agrees that the Term B-4-A Loans, the Term B-4-B Loans, the Term B-5-A Loans, the Term B-5-B Loans, the Term B-6-A Loans, the Term B-6-B Loans and the 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 its Term B-7 Loans constitute Loan Document Obligations under the Credit Documents (as modified hereby) to which it is a party, defined in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified herebyCollateral Agreement) and (Cii) affirms Holdings hereby confirms and confirms all of its obligations agrees that the Revolving Facility Loans, the Swingline Loans, the L/C Obligations, the Term B-4-B Loans, the Term B-5-B Loans, the Term B-6-B Loans and liabilities under the Credit Agreement and each other Credit Document Term B-7 Loans constitute Holdco Guaranteed Loans (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided defined in the Security Documents (as modified herebyGuaranty and Pledge Agreement), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Eleventh Amendment Effective Date and after giving effect to this Ninth Eleventh Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental 2022 New Revolving Credit CommitmentCommitments) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Eleventh Amendment, as of the Ninth Eleventh Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Eleventh Amendment Effective Date and after giving effect to this Ninth Eleventh Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Eleventh Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Eleventh Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Eleventh Amendment and the 2019 incurrence of the 2022 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Eleventh Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Eleventh Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Fifth Amendment Effective Date and after giving effect to this Ninth Fifth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental 2022-E New Revolving Credit CommitmentCommitments) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Fifth Amendment, as of the Ninth Fifth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Fifth Amendment Effective Date and after giving effect to this Ninth Fifth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Fifth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Fifth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Fifth Amendment and the 2019 incurrence of the 2022-E Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Fifth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Fifth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees thatHoldings, as a Guarantor under the Guaranty, hereby (a) acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the Ninth Amendment Effective Date amendments and modifications effected hereby and (b) agrees and confirms, both before and after giving effect to this Ninth Amendment the amendment and the transactions contemplated hereby, all Obligations restatement of the Borrower (including, without limitation, the Revolving Existing Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed Agreement pursuant to this Agreement, that it is a party to and is bound by the Guarantee Guaranty as a guarantor thereunder by virtue of its having been an original signatory thereto and that its guaranty provided for in accordance with the terms Guaranty is hereby reaffirmed, remains in full force and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees thateffect, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Agreement, and constitutes a continuing guaranty to the Security Documents Collateral Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, for the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations with the same effect as if all terms of such guaranty were set forth herein. The Guaranty is and shall continue to be in full force and effecteffect and is hereby in all respects ratified and confirmed. (ii) Each of Holdings and each Borrower, each as a Grantor under the Pledge and Security Agreement, hereby (Ba) acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendments and modifications effected hereby and (b) agrees thatand confirms, as of the Ninth Amendment Effective Date both before and after giving effect to this Ninth Amendment the amendment and the transactions contemplated hereby, all restatement of the Liens and security interests created and arising under each Security Document Existing Credit Agreement pursuant to which this Agreement, that it is a party remain to and is bound by the Pledge and Security Agreement as a grantor of collateral thereunder by virtue of its having been an original signatory thereto. The Pledge and Security Agreement and the other Collateral Documents are and shall continue to be in full force and effect on and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Pledge and Security Agreement and all of the Collateral (as defined in the Pledge and Security Agreement) do and shall continue to secure the payment of all Obligations under and as defined therein. Each of Holdings and each Borrower, each as a continuous basisGrantor under the Pledge and Security Agreement, hereby (x) reaffirms its grant of, and the perfected status and priority of each such Lien and hereby grants, a security interest continues in full force and effect on a continuous basissuch Collateral to the Collateral Agent, unimpaired, uninterrupted and undischargedfor the ratable benefit of the Secured Parties, as collateral security for its the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations under and as defined in the Credit Documents Pledge and Security Agreement with the same effect as if all terms of such grant contained in the Pledge and Security Agreement were set forth herein, (as modified herebyy) pursuant to which it is a partyany applicable law, in each case, authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the extent provided in, Collateral without the signature of such Grantor in such form and subject in such offices as the Collateral Agent determines appropriate to perfect the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee security interests of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Agent and the other Credit DocumentsSecured Parties and authorizes the Collateral Agent to use the collateral description “all personal property, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment whether now owned or hereafter acquired” or any other Credit Document shall be deemed to require similar collateral description in any such financing statements and (z) ratifies and authorizes the consent filing by the Collateral Agent of such Guarantor to any future amendment financing statement with respect to the Credit AgreementCollateral made prior to the date hereof.

Reaffirmation. By executing and delivering a counterpart hereof, Subject to Section 12 below: (ia) each Credit Each Reaffirming Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with acknowledges that it has reviewed the terms and provisions thereof of the Existing Credit Agreement and shall be secured the Amended Credit Agreement and consents to (i) the amendments to the Existing Credit Agreement effected pursuant to this Amendment and the Security Documents in accordance with the terms Amended Credit Agreement and provisions thereof; (ii) each the transactions contemplated by this Amendment and the Amended Credit Agreement. Each Reaffirming Party hereby (Ai) agrees reaffirms its obligations under the Loan Documents to which it is a party and (ii) reaffirms that, notwithstanding the effectiveness of this Ninth Amendment, as Amendment and the consummation of the Ninth Amendment Effective Date and after giving effect theretotransactions contemplated hereby (including the amendment of the Existing Credit Agreement), the Security guarantees, pledges, grants of security interests, Liens and other agreements and obligations of such Reaffirming Party and the terms of each of the Collateral Documents and each other Loan Document to which such Reaffirming Party is a party are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect, (B) agrees that, as effect and shall accrue to the benefit of the Ninth Amendment Effective Date Secured Parties under the Amended Credit Agreement. (b) Each Reaffirming Party hereby confirms and agrees that (i) the 2024 Incremental Term Loans shall, on and after giving effect to this Ninth Amendment and the transactions contemplated herebyClosing Date, all constitute, “Obligations” (or any word of like import) under each of the Liens Amended Credit Agreement and security interests created Collateral Documents and arising under each Security Document to which it is a party remain in full force and effect on a continuous basisother Loan Document, and (ii) the 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 its Obligations under the Amended Credit Agreement have been and will continue to be guaranteed pursuant to Article IV of the Amended Credit Agreement and secured pursuant to the Collateral Documents by a legal, valid, binding and enforceable security interest in and a fully perfected continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all “Collateral” as defined in the Collateral Documents and the other Loan Documents. (as modified herebyc) Each of the Reaffirming Parties hereby confirms that the Agent is authorized to which it is a partyprepare and file all documents, agreements and instruments and take all other actions necessary to satisfy the perfection requirements and to cause the Lien created by each applicable Collateral Document in each case, respect of the Obligations to be duly perfected to the extent provided in, and subject to the limitations and qualifications set forth in, required by such Credit Documents (as modified hereby) and (C) affirms and confirms agreement in accordance with all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyapplicable Laws, including its guarantee the filing of financing statements in such jurisdictions as may be reasonably determined by the Obligations and Administrative Agent or the pledge of and/or grant of a security interest in its assets Collateral Agent as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreementnecessary.

Reaffirmation. By executing (a) To induce the 2016 Refinancing Term Lenders and delivering the Administrative Agent to enter into this Amendment No. 2, each of the Loan Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a counterpart hereofparty, (i) including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each Credit Party hereby agrees thatcase as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Ninth date hereof (including as amended pursuant to this Amendment Effective Date No. 2 and the incurrence of the 2016 Refinancing Term Loans hereunder) (collectively, the “Reaffirmed Documents”). The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 2. (b) In furtherance of the foregoing Section 8(a), each Loan Party, in its capacity as a Guarantor under any Guarantee to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Guaranteed Obligations under the terms and conditions of such Guarantee and agrees that such Guarantee remains in full force and effect to the extent set forth in such Guarantee and after giving effect to this Ninth Amendment No. 2 and the incurrence of the 2016 Refinancing Term Loans, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 2 and the Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2016 Refinancing Term Loans constitute “Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that its Guarantee and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 2, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in accordance with the Loan Documents the payment and performance of all Obligations under each of the Loan Documents to which it is a party ((including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 2 and the incurrence of the 2016 Refinancing Term Loans) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral 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 8(a), each of the Loan Parties that is party to any Security Document, in its capacity as a Pledgor (as defined in such Security Document) under such Security Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 2 and the transactions contemplated hereby, all Obligations including the extension of credit in the form of the Borrower (including2016 Refinancing Term Loans. In addition, without limitation, each Reaffirming Grantor reaffirms the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with security interests granted by such Reaffirming Grantor under the terms and provisions thereof conditions of the Security Agreement and shall be secured each other Loan Document (in each case, to the extent a party thereto) to secure the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 2 and the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as incurrence of the Ninth Amendment Effective Date 2016 Refinancing Term Loans) and after giving effect thereto, the Security Documents continue to be agrees that such security interests remain in full force and effecteffect and are hereby ratified, (B) agrees that, as reaffirmed and confirmed. Each Loan Party hereby confirms that the security interests granted by such Reaffirming Grantor under the terms and conditions of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and Loan Documents secure the transactions contemplated hereby, all 2016 Refinancing Term Loans as part of the Liens and security interests created and arising under Obligations. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a party remain or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in full force accordance with the Security Documents, the payment and effect on a continuous basisperformance of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 2 and the perfected status incurrence of the 2016 Refinancing Term Loans), as the case may be, including without limitation the payment and priority performance of all such applicable Obligations that are joint and several obligations of each such Lien Guarantor and each Pledgor now or hereafter existing, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest continues in full force and effect continuing Lien on a continuous basisall of such Pledgor’s right, unimpairedtitle and interest in, uninterrupted to and undischargedunder all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 2 and the incurrence of the 2016 Refinancing Term Loans), subject to the terms contained in the applicable Loan Documents, and (iii) confirms its Obligations respective pledges, grants of security interests and other obligations, as applicable, under and subject to the Credit terms of each of the Security Documents (as modified hereby) to which it is a party, in each case, to . (d) Each Guarantor acknowledges and agrees that (i) such Guarantor is not required by the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all terms of its obligations and liabilities under the Credit Agreement and each or any other Credit Loan Document (as modified hereby) to which it is a party, in each case after giving effect consent to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; No. 2 and (iiiii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment No. 2 or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each Security Reaffirming Party (i) each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendmentthe Incremental Assumption Agreement or consummation of the 2017 Incremental Term Loan Transactions, each of the Security Documents (as each may have been amended, restated, supplemented, modified and/or confirmed on or prior to the date hereof) set forth on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to any additional Bank Obligations arising as a result of the 2017 Incremental Term Loan Transactions, which shall, as of the Ninth Amendment Effective Date date hereof, be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement. (a) Each Reaffirming Party hereby (i) ratifies and after giving effect theretoaffirms the Incremental Assumption Agreement and the 2017 Incremental Term Loan Transactions, (ii) agrees that, notwithstanding the Security Documents continue effectiveness of the Incremental Assumption Agreement, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (Biii) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Bank Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant (with respect to the Security Documents (as modified herebyitself) to which it is a party to secure such Obligations, all as provided in the Security Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified hereby)from time to time) and (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the relevant Loan Document, and acknowledges and agrees that, as including Schedule 10.03 of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge Credit Agreement mutatis mutandis and grant continue in any Guarantor Joinder to the Credit Agreement) continues in full force and effect in respect of, and to secure, such of the Bank Obligations under the Credit Agreement and the other Credit Loan Documents, including any additional Bank Obligations arising as a result of the 2017 Incremental Term Loan Transactions. (b) Each of the Security Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party, all additional Bank Obligations arising as a result of the 2017 Incremental Term Loan Transactions constitute “Obligations”, “Secured Liabilities” and words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in Schedule B. (c) Each of the Security Reaffirming Parties hereby agrees that the Parallel Debt, if any, of such Security Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and shall accrue to the benefit of each case after giving effect Collateral Agent (for the benefit of the Secured Parties (as defined in the First Lien Intercreditor Agreement)) and shall continue to this Ninth Amendment apply, as applicable, in relation to all Obligations following the effectiveness of the Incremental Assumption Agreement and the 2019 Revolving Commitment Increase effected hereby and consummation of the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement2017 Incremental Term Loan Transactions.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit A. Each Loan Party hereby agrees that, as acknowledges receipt of a copy of the Ninth Amendment Effective Date Second Restated Credit Agreement and after giving effect hereby consents to this Ninth Amendment the Second Restated Credit Agreement and each of the transactions contemplated hereby, all Obligations thereby and hereby confirms its respective guarantees (in the case of the Borrower (includingGuarantors), without limitationpledges, the Revolving Credit Exposure with respect grants of security interests and other obligations, as applicable, under and subject to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant terms of each of the Loan Documents to the Guarantee in accordance with the terms which it is party, and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as the Second Restated Credit Agreement or any of the Ninth Amendment Effective Date transactions contemplated thereby, such guarantees (in the case of the Guarantors), pledges, grants of security interests and after giving effect theretoother obligations, and the Security terms of each of the Loan Documents to which it is a party, are not impaired or adversely affected in any manner whatsoever and shall continue to be in full force and effect, (B) agrees thateffect and shall continue to secure all the Obligations, as of amended, increased and/or extended pursuant to the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and Second Restated Credit Agreement including, without limitation, the transactions contemplated hereby, all of New Term Loans funded on the Liens and security interests created and arising under Second Restatement Date. Each Loan Party further confirms that each Security Loan Document to which it is a party remain is and shall continue to be in full force and effect on a continuous basis, and the perfected status same are hereby ratified and priority of each such Lien and security interest continues confirmed in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and respects. B. Each Guarantor acknowledges and agrees thatthat (i) notwithstanding the conditions to effectiveness set forth in this Amendment, as such Guarantor is not required by the terms of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the First Restated Credit Agreement and or any other Loan Document to consent to the other amendments to the First Restated Credit Documents, in each case after giving effect Agreement effected pursuant to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iiiii) each Guarantor agrees that nothing in the Second Restated Credit Agreement, this Ninth Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendment amendments to the Second Restated Credit Agreement.

Reaffirmation. By executing Each of the Borrower and delivering each Guarantor identified on the signature pages hereto (collectively, the Borrower and such Guarantors, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a counterpart hereof, (i) each Credit result of this Amendment No. 5 and the transactions contemplated hereby. Each Reaffirming Loan Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect consents to this Ninth Amendment No. 5 and the transactions contemplated hereby, all Obligations and hereby confirms its respective guarantees (including in respect of the Borrower (including, without limitation, the Amendment No. 5 Refinancing Revolving Credit Exposure with respect to Commitments and the 2019 Incremental Amendment No. 5 Additional Revolving Credit Commitment) shall be guaranteed pursuant Commitments), prior pledges and prior grants of security interests, as applicable, under each of the Loan Documents to the Guarantee in accordance with the terms which it is party, and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Amendment No. 5 and the transactions contemplated hereby, such guarantees, pledges and grants of security interests and all Liens in the Security Collateral granted under the Loan Documents shall continue to be in full force and effect, (B) agrees that, as effect and shall accrue to the benefit of the Ninth Collateral Agent for the benefit of the Secured Parties (including any holder of Amendment Effective Date and after giving effect to this Ninth Amendment No. 5 Refinancing Revolving Credit Commitments and the transactions contemplated hereby, all Amendment No. 5 Additional Revolving Credit Commitments). Each of the Liens and security interests created and arising Reaffirming Loan Parties hereby reaffirms its obligations under each Security provision of each Loan Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Seventh Amendment Effective Date and after giving effect to this Ninth Seventh Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the 2018 Incremental Term Loans and the Revolving Credit Exposure with respect to the 2019 Incremental 2018 New Revolving Credit CommitmentCommitments) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Seventh Amendment, as of the Ninth Seventh Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Seventh Amendment Effective Date and after giving effect to this Ninth Seventh Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party), in each case after giving effect to this Ninth Seventh Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and Table of Contents agrees that, as of the Ninth Seventh Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Seventh Amendment and the 2019 incurrence of the 2018 Incremental Term Loans and the 2018 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Seventh Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing signing this Amendment, each of Holdings and delivering a counterpart hereofthe Borrower, on behalf of itself and each other Credit Party, hereby (ia) each Credit Party hereby agrees that, as confirms that notwithstanding the effectiveness of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations the obligations of the Borrower Credit Parties under the Amended Credit Agreement (including, without limitation, the Revolving Credit Exposure including with respect to the 2019 Incremental Revolving Term B-1 Loans and Additional Term B-1 Loans contemplated by this Amendment) and the other Credit CommitmentDocuments (i) shall be guaranteed pursuant are entitled to the Guarantee benefits of the guarantees and the security interests set forth or created in accordance with the terms and provisions thereof and shall be secured pursuant to Amended Credit Agreement, the Security Agreement, the other Security Documents in accordance with and the terms and provisions thereof; other Credit Documents, (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as constitute “Guaranteed Obligations” and “Obligations” for purposes of the Ninth Amendment Effective Date and after giving effect theretoAmended 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 as amended hereby with respect to all of the Guaranteed Obligations, (c) confirms that each Credit Document to which any Credit Party is a party is, and shall continue to be be, in full force and effect, effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (B) agrees thatin the case of the Credit Agreement, as amended hereby) and (d) confirms that each of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment Term B-1 Loan Lenders and the transactions contemplated hereby, Additional Term B-1 Loan Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Amended Credit Agreement and the other Credit Documents. The Borrower, on behalf of itself and each other Credit Party, ratifies and confirms that all Liens and security interests created and arising under each Security 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 on a continuous basiseffect, are not released or reduced, and the perfected status continue to secure full payment 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee performance of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing (a) To induce the 2017 Refinancing Term Lenders and delivering the Administrative Agent to enter into this Amendment No. 3, each of the Loan Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a counterpart hereofparty, (i) including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each Credit Party hereby agrees thatcase as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Ninth date hereof (including as amended pursuant to this Amendment Effective Date No. 3 and the incurrence of the 2017 Refinancing Term Loans hereunder) (collectively, the “Reaffirmed Documents”). The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 3. (b) In furtherance of the foregoing Section 8(a), each Loan Party, in its capacity as a Guarantor under any Guarantee to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Guaranteed Obligations under the terms and conditions of such Guarantee and agrees that such Guarantee remains in full force and effect to the extent set forth in such Guarantee and after giving effect to this Ninth Amendment No. 3 and the incurrence of the 2017 Refinancing Term Loans, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 3 and the Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2017 Refinancing Term Loans constitute “Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that its Guarantee and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 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 of all Obligations under each of the Loan Documents to which it is a party (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Refinancing Term Loans) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral 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 8(a), each of the Loan Parties that is party to any Security Document, in its capacity as a Pledgor (as defined in such Security Document) under such Security Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 3 and the transactions contemplated hereby, all Obligations including the extension of credit in the form of the Borrower (including2017 Refinancing Term Loans. In addition, without limitation, each Reaffirming Grantor reaffirms the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with security interests granted by such Reaffirming Grantor under the terms and provisions thereof conditions of the Security Agreement and shall be secured each other Loan Document (in each case, to the extent a party thereto) to secure the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as incurrence of the Ninth Amendment Effective Date 2017 Refinancing Term Loans) and after giving effect thereto, the Security Documents continue to be agrees that such security interests remain in full force and effecteffect and are hereby ratified, (B) agrees that, as reaffirmed and confirmed. Each Loan Party hereby confirms that the security interests granted by such Reaffirming Grantor under the terms and conditions of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and Loan Documents secure the transactions contemplated hereby, all 2017 Refinancing Term Loans as part of the Liens and security interests created and arising under Secured Obligations. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a party remain or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in full force accordance with the Security Documents, the payment and effect on a continuous basisperformance of the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the perfected status incurrence of the 2017 Refinancing Term Loans), as the case may be, including without limitation the payment and priority performance of all such applicable Secured Obligations that are joint and several obligations of each such Lien Guarantor and each Pledgor now or hereafter existing, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest continues in full force and effect continuing Lien on a continuous basisall of such Pledgor’s right, unimpairedtitle and interest in, uninterrupted to and undischargedunder 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 Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Refinancing Term Loans), subject to the terms contained in the applicable Loan Documents, and (iii) confirms its Obligations respective pledges, grants of security interests and other obligations, as applicable, under and subject to the Credit terms of each of the Security Documents (as modified hereby) to which it is a party, in each case, to . (d) Each Guarantor acknowledges and agrees that (i) such Guarantor is not required by the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all terms of its obligations and liabilities under the Credit Agreement and each or any other Credit Loan Document (as modified hereby) to which it is a party, in each case after giving effect consent to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; No. 3 and (iiiii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment No. 3 or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to amendment, consent or waiver of the terms of the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Eighth Amendment Effective Date and after giving effect to this Ninth Eighth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental New Revolving Credit CommitmentCommitments) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Eighth Amendment, as of the Ninth Eighth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Eighth Amendment Effective Date and after giving effect to this Ninth Eighth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party), in each case after giving effect to this Ninth Eighth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Eighth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Eighth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Eighth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Reaffirming Parties confirms that (i) each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with the terms and provisions thereof and shall be secured pursuant to security interests granted by it under the Security Documents and in accordance with existence immediately prior to the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Restatement Date and after giving effect thereto, the Security Documents shall continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, the terms of the respective Security Documents and (ii) on the 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 its Restatement Date the Obligations under the Restated Credit Agreement shall constitute "Obligations" under the Guarantee and Collateral Agreement as amended by paragraph (b) below (as so amended, the "Amended GCA") and "secured obligations" (however defined) under the other Security Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the any limitations and qualifications set forth in, in the Amended GCA or such Credit Documents (as modified hereby) other Security Documents). Each party hereto confirms that the intention of the parties is that each of the Guarantee and (C) affirms and confirms all of its obligations and liabilities under the Credit Collateral Agreement and each other Credit Security Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment shall not terminate on the Restatement Date and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant shall continue in full force and effect in respect of, as amended or amended and to secure, such Obligations under restated by the Credit Agreement and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Restated Credit Agreement, this Ninth Amendment Agreement or any other otherwise. (b) The references to Section "6.06(e)" of the Credit Document Agreement in Section 12.13(d) of the Guarantee and Collateral Agreement are hereby replaced with references to Section "6.04(c)". (c) On the Restatement Date, (i) the term "Credit Agreement", as used in the Security Documents, shall be deemed to require mean the consent Restated Credit Agreement and (ii) the terms "Agreement", "this Agreement", "herein", "hereinafter", "hereto", "hereof" and words of such Guarantor to any future amendment similar import, as used in the Amended GCA, shall, unless the context otherwise requires, refer to the Credit AgreementGuarantee and Collateral Agreement as amended hereby.

Reaffirmation. By executing and delivering a counterpart hereof(a) After giving effect to the First Amendment, (i) the Borrower reaffirms the covenants, pledges, grants of Liens and agreements or other commitments contained in each Credit Party hereby agrees thatLoan Document to which it is a party, including, in each case, such covenants, pledges, grants of Liens and agreements or other commitments as of the Ninth Amendment Effective Date and in effect immediately after giving effect to this Ninth First Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Loan Guarantor reaffirms its guarantee of the Secured Obligations (including the Secured Obligations arising out of the incurrence of the 2019 Incremental Term Loans) and (iii) each of the Borrower and each Loan Guarantor reaffirms each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Party Agreement as amended by the First Amendment, and shall continue to secure the Secured Obligations (including the Secured Obligations arising out of the incurrence of the 2019 Incremental Term Loans), in each case, on and subject to the terms and conditions set forth in the Credit Agreement, as amended by the First Amendment, and the other Loan Documents. (b) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that neither the modification of the Credit Agreement effected pursuant to this First Amendment nor the execution, delivery, performance or effectiveness of this First Amendment 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. (c) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents each Loan Document to which it is a party shall continue to be in full force and effect, effect and (B) agrees thatall guarantees, as pledges, grants of Liens, covenants, agreements and other commitments by such Loan Party under the Ninth Amendment Effective Date and after giving effect Loan Documents shall continue to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain be in full force and effect on a continuous basis, and the 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 its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, shall accrue to the extent provided inbenefit of the Secured Parties and shall not be affected, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and impaired or discharged hereby or by the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementFirst Amendment.

Reaffirmation. By executing and delivering a counterpart Subject to Section 12 hereof, : (ia) each Credit Each Reaffirming Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with acknowledges that it has reviewed the terms and provisions thereof of the Existing Credit Agreement and shall be secured the Amended Credit Agreement and consents to (i) the amendment and restatement of the Existing Credit Agreement effected pursuant to this Amendment and the Security Documents in accordance with the terms Amended Credit Agreement and provisions thereof; (ii) each the transactions contemplated by this Amendment and the Amended Credit Agreement. Each Reaffirming Party hereby (Ai) agrees reaffirms its obligations under the Loan Documents to which it is a party and (ii) reaffirms that, notwithstanding the effectiveness of this Ninth Amendment, as Amendment and the consummation of the Ninth Amendment Effective Date and after giving effect theretotransactions contemplated hereby (including the amendment of the Existing Credit Agreement), the Security guarantees, pledges, grants of security interests, Liens and other agreements and obligations of such Reaffirming Party and the terms of each of the Collateral Documents and each other Loan Document to which such Reaffirming Party is a party are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect, (B) agrees that, as effect and shall accrue to the benefit of the Ninth Amendment Effective Date Secured Parties under the Amended Credit Agreement. (b) Each Reaffirming Party hereby confirms and after giving effect agrees that (i) the Repriced 2021 Incremental Term Loans shall, upon the funding thereof pursuant to this Ninth Amendment and the transactions contemplated herebySection 1 hereof, all constitute, “Obligations” (or any word of like import) under each of the Liens Amended Credit Agreement and security interests created Collateral Documents and arising under each Security Document to which it is a party remain in full force and effect on a continuous basisother Loan Document, and (ii) the 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 its Obligations under the Amended Credit Agreement have been and will continue to be guaranteed pursuant to Article IV of the Amended Credit Agreement and secured pursuant to the Collateral Documents by a legal, valid, binding and enforceable security interest in and a fully perfected continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all “Collateral” as defined in the Collateral Documents and the other Loan Documents. (as modified herebyc) Each of the Reaffirming Parties hereby confirms that the Agent is authorized to which it is a partyprepare and file all documents, agreements and instruments and take all other actions necessary to satisfy the perfection requirements and to cause the Lien created by each applicable Collateral Document in each case, respect of the Obligations to be duly perfected to the extent provided in, and subject to the limitations and qualifications set forth in, required by such Credit Documents (as modified hereby) and (C) affirms and confirms agreement in accordance with all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyapplicable Laws, including its guarantee the filing of financing statements in such jurisdictions as may be reasonably determined by the Obligations and Administrative Agent or the pledge of and/or grant of a security interest in its assets Collateral Agent as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreementnecessary.

Reaffirmation. By executing Each of the Borrower and delivering each Guarantor identified on the signature pages hereto (collectively, the Borrower and such Guarantors, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a counterpart hereof, (i) each Credit result of this Amendment No. 2 and the transactions contemplated hereby. Each Reaffirming Loan Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect consents to this Ninth Amendment No. 2 and the transactions contemplated hereby, all Obligations and hereby confirms its respective guarantees (including in respect of the Borrower (including, without limitation, Amendment No. 2 Additional Initial Term Loan and the Revolving Credit Exposure with respect to the 2019 Incremental Amendment No. 2 Additional Revolving Credit Commitment) shall be guaranteed pursuant ), prior pledges and prior grants of security interests, as applicable, under each of the Loan Documents to the Guarantee in accordance with the terms which it is party, and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Amendment No. 2 and the transactions contemplated hereby, such guarantees, pledges and grants of security interests and all Liens in the Security Collateral granted under the Loan Documents shall continue to be in full force and effect, (B) agrees that, as effect and shall accrue to the benefit of the Ninth New Collateral Agent for the benefit of the Secured Parties (including any holder of the Amendment Effective Date and after giving effect to this Ninth Amendment No. 2 Additional Initial Term Loan and the transactions contemplated hereby, all Amendment No. 2 Additional Revolving Credit Commitment). Each of the Liens and security interests created and arising Reaffirming Loan Parties hereby reaffirms its obligations under each Security provision of each Loan Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing Each Grantor hereby acknowledges and delivering a counterpart agrees to, and consents to the execution, delivery and performance of, that certain Amended and Restated Credit Agreement, dated as of the date hereof, by and among Parent, H▇▇▇▇▇ Holdings, Aspen, the Lenders party thereto from time to time, and Agent (the “A&R Credit Agreement”) and confirms and agrees that the Guaranty and Security Agreement, as amended by this Amendment, is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that, upon the effectiveness of, and on and after the date of the A&R Credit Agreement, each reference in the Guaranty and Security Agreement, as amended by this Amendment, to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the “Credit Agreement”, shall mean and be a reference to the “Credit Agreement” as amended or modified by the A&R Credit Agreement. Each Grantor hereby (i) each Credit Party hereby agrees thatthat the Guaranty and Security Agreement, as of amended by this Amendment (including, but not limited to, the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment guarantees and/or indemnities granted by it thereunder and the transactions contemplated herebysecurity created by it thereunder) is, all Obligations and shall continue to be, in full force and effect notwithstanding any additions, amendments, novation, substitution, or supplements of or to the Borrower Loan Documents and the imposition of any amended, new or more onerous obligations under the Loan Documents in relation to any Loan Party (including, without limitation, the Revolving amendments contemplated by the A&R Credit Exposure with respect to Agreement) and is hereby in all respects ratified and confirmed on the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; date hereof, (ii) each Credit confirms that the Guarantied Obligations and Secured Obligations will extend to all new obligations assumed by any Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, under any amended or new Loan Documents as a result of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to A&R Credit Agreement or this Ninth Amendment and (iii) confirms that the transactions contemplated hereby, Guaranty and Security Agreement and all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basisCollateral described therein do, and shall continue to, secure the perfected status and priority payment of each such Lien and security interest continues in full force and effect on a continuous basisall of the Secured Obligations as amended (including, unimpairedbut not limited to, uninterrupted and undischarged, as collateral security for its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the A&R Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement).

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees thatHoldings, as a Guarantor under the Guaranty, hereby (a) acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the Ninth Amendment Effective Date amendments and modifications effected hereby and (b) agrees and confirms, both before and after giving effect to this Ninth Amendment the amendment and the transactions contemplated hereby, all Obligations restatement of the Borrower (including, without limitation, the Revolving Existing Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed Agreement pursuant to this Agreement, that it is a party to and is bound by the Guarantee Guaranty as a guarantor thereunder by virtue of its having been an original signatory thereto and that its guaranty provided for in accordance with the terms Guaranty is hereby reaffirmed, remains in full force and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees thateffect, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Agreement, and constitutes a continuing guaranty to the Security Documents Collateral Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, for the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations with the same effect as if all terms of such guaranty were set forth herein. The Guaranty is and shall continue to be in full force and effecteffect and is hereby in all respects ratified and confirmed. (ii) Each of Holdings and each Borrower, each as a Grantor under the Pledge and Security Agreement, hereby (Ba) acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendments and modifications effected hereby and (b) agrees thatand confirms, as of the Ninth Amendment Effective Date both before and after giving effect to this Ninth Amendment the amendment and the transactions contemplated hereby, all restatement of the Liens and security interests created and arising under each Security Document Existing Credit Agreement pursuant to which this Agreement, that it is a party remain to and is bound by the Pledge and Security Agreement as a grantor of collateral thereunder by virtue of its having been an original signatory thereto. The Pledge and Security Agreement and the other Collateral Documents are and shall continue to be in full force and effect on and are hereby in all respects ratified and confirmed. Without limiting the generality of the foregoing, the Pledge and Security Agreement and all of the Collateral (as defined in the Pledge and Security Agreement) do and shall continue to secure the payment of all Obligations under and as defined therein. Each of Holdings and each Borrower, each as a continuous basisGrantor under the Pledge and Security Agreement, hereby (x) reaffirms its grant of, and the perfected status and priority of each such Lien and hereby grants, a security interest continues in full force and effect on a continuous basissuch Collateral to the Collateral Agent, unimpaired, uninterrupted and undischargedfor the ratable benefit of the Secured Parties, as collateral security for its the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations under and as defined in the Credit Documents Pledge and Security Agreement with the same effect as if all terms of such grant contained in the Pledge and Security Agreement were set forth herein, (as modified herebyy) pursuant to which it is a partyany applicable law, in each case, authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the extent provided in, Collateral without the signature of such Grantor in such form and subject in such offices as the Collateral Agent determines appropriate to perfect the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee security interests of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Agent and the other Credit DocumentsSecured Parties and authorizes the Collateral Agent to use the collateral description “all personal property, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment whether now owned or hereafter acquired” or any other Credit Document shall be deemed to require similar collateral description in any such financing statements and (z) ratifies and authorizes the consent filing by the Collateral Agent of such Guarantor to any future amendment financing statement with respect to the Credit Agreement.Collateral made prior to the date hereof..

Reaffirmation. By executing and delivering a counterpart hereofthis Second Amendment, (i) the Borrower and each Credit other Loan Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all Obligations of the Borrower Loans (including, without limitation, the Revolving Credit Exposure with respect any Loans made pursuant to the 2019 2021 Incremental Revolving Credit CommitmentCommitments or the 2021 Refinancing Revolving Commitments made available on the Second Amendment Operative Date) shall be guaranteed pursuant to the Guarantee Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof; , and (ii) the Borrower and each Credit other Loan Party hereby (A) agrees that, notwithstanding reaffirms its prior grant and the effectiveness of this Ninth Amendment, as validity of the Ninth Amendment Effective Date and Liens granted by it pursuant to the Collateral Documents, (B) agrees that after giving effect theretoto this Second Amendment and the Second Amendment Operative Date, the Security Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties (including, without limitation, the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders) continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms affirms, acknowledges and confirms all its guarantee of its obligations and liabilities under the Credit Agreement and each other Credit Loan Document (as modified hereby) to which it is a partyparty and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations under the Credit Agreement, in each case after giving effect to this Ninth Second Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such ObligationsSecond Amendment Operative Date, all as provided in the Security Documents (as modified hereby)such Loan Documents, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, that such obligations, liabilities, guarantee, pledge and and/or grant continue in full force and effect in respect of, and to secure, such the Obligations under the Credit Agreement and the other Credit Loan Documents, each as amended hereby, including the 2021 Incremental Revolving Commitments and the 2021 Refinancing Revolving Commitments, in each case after giving effect to this Ninth Second Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Second Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementOperative Date.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Loan Party hereto, on behalf of itself and its respective Subsidiaries that are Loan Parties hereby agrees that, as of the Ninth Second Amendment Effective Date and after giving effect to this Ninth Second Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof; (ii) each Credit Loan Party hereto, on behalf of itself and its respective Subsidiaries that are Loan Parties that, hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Second Amendment, as of the Ninth Second Amendment Effective Date and after giving effect thereto, the Security Collateral Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Second Amendment Effective Date and after giving effect to this Ninth Second Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Collateral Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Loan Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Loan Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Second Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Collateral Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Collateral Documents, and acknowledges and agrees that, as of the Ninth Second Amendment Effective Date, 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 Credit Loan Documents, in each case after giving effect to this Ninth Second Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor Loan Party hereto, on behalf of itself and its respective Subsidiaries that are Loan Parties, hereby agrees that nothing in the Credit Agreement, this Ninth Second Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor Loan Party to any future amendment to the Credit AgreementAgreement (as modified hereby).

Reaffirmation. By executing (a) Each of Holdings, Mid-Holdings, each Borrower and delivering each Guarantor identified on the signature pages hereto (collectively, Holdings, Mid-Holdings, the Borrowers and such Guarantors, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a counterpart hereof, (i) each Credit result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect consents to this Ninth Amendment Agreement and the transactions contemplated hereby, all Obligations and hereby confirms its respective guarantees (including in respect of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant Commitments), pledges and grants of security interests, as applicable, under each of the Loan Documents to the Guarantee in accordance with the terms which it is party, and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth AmendmentAgreement and the transactions contemplated hereby, as such guarantees, pledges and grants of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents security interests shall continue to be in full force and effect, (B) agrees that, as effect and shall accrue to the benefit of the Ninth Amendment Effective Date and after giving Secured Parties (including in respect of the Incremental Revolving Lenders). 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 or the Collateral Agent to effect to the purposes of this Ninth Amendment and Agreement, the transactions contemplated hereby, all of hereby or the Liens Loan Documents and security interests created and arising hereby reaffirms its obligations under each Security provision of each Loan Document to which it is a party remain in full force and effect on a continuous basis, party. (b) Within 90 days after the Incremental Facility Closing Date (or (x) within 180 days after the Incremental Facility Closing Date with the prior consent of the Administrative Agent and the perfected status and priority of each Collateral Agent (such Lien and security interest continues consent not to be unreasonably withheld or delayed) in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations connection with the entry into additional Incremental Facilities under the Credit Documents Agreement, the Senior Lien Credit Agreement or the Junior Lien Credit Agreement, or (y) such later date as the Administrative Agent and the Collateral Agent in their respective discretion may permit), the Borrowers shall deliver, with respect to each Mortgage encumbering a Mortgaged Property, (i) an amendment or an amendment and restatement thereof (each, a “Mortgage Amendment”) approved by local or foreign counsel (as modified herebyapplicable) to which it is a party, in each case, reasonably acceptable to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment Administrative Agent and the transactions contemplated herebyCollateral Agent, including its guarantee of setting forth such changes as are reasonably necessary to reflect that the Obligations and lien securing the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 encumbers such Mortgaged Property and to further grant, preserve, protect, confirm and perfect the lien and security interest thereby created and perfected, (ii) (a) for all Mortgaged Properties other Credit Documentsthan those located in Texas, date down and modification endorsements to the mortgagee’s title policies reflecting the Mortgage Amendment in respect of each of the Mortgaged Properties (other than the Mortgaged Properties in Texas), and (b) for the Mortgaged Properties located in Texas, a nothing further certificate, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; all cases (a) and (iii) each Guarantor agrees b), reflecting that nothing in there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, this Ninth and in each case in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iii) a favorable opinion of local or foreign counsel (as applicable) in each jurisdiction in which a Mortgage Property is located for the benefit of the Administrative Agent and the Collateral Agent with respect to the enforceability of the mortgage as amended, together with such other opinions as the Administrative Agent or the Collateral Agent shall require, and in form and substance reasonably acceptable to the Administrative Agent and the Collateral Agent (it being understood and agreed that the form and substance of the opinions delivered in connection with the Closing Date are reasonably acceptable) and (iv) such further documents, instruments, acts or agreements as the Administrative Agent or the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended; provided, that a Mortgage Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor with respect to any future amendment particular Mortgaged Property and the related documentation set forth in clauses (ii), (iii) and (iv) above shall not be required to the extent that local or foreign counsel (as applicable) reasonably acceptable to the Administrative Agent and the Collateral Agent has confirmed in an e-mail that no Mortgage Amendment is required in order for the Mortgaged Property to secure the Incremental Revolving Commitments and extensions of credit thereunder. The Borrowers shall also provide flood determinations and flood insurance as required by Regulation H with respect to each Mortgaged Property reasonably acceptable to the Administrative Agent and the Collateral Agent (it being understood and agreed that the Borrowers shall not be required to provide any information in excess of that which was provided in connection with the Closing Date). Nothing herein shall serve to amend or affect in any way the obligations of the Loan Parties pursuant to Section 5.9(b) of the Credit Agreement, as applicable.

Reaffirmation. By executing and delivering a counterpart hereof, Guarantor hereby (i) each Credit Party hereby agrees that, as consents to the amendment of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated Loan Agreement effected hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) acknowledges and agrees that, notwithstanding that all of its obligations under the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment Loan Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document other Loan Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basisbasis and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment, (iii) reaffirms (A) any Lien granted by it pursuant to any Loan Document and (B) any guaranty made by it pursuant to the perfected status Accel Inc. Guaranty, (iv) acknowledges and priority agrees that any grant of each such Lien and security interest continues interests made by it shall remain in full force and effect and continue to secure the obligations of the Loan Parties under the Amended Loan Agreement, (v) agrees that the Obligations include, among other things and without limitation, the payment of any principal or interest on any Contract Draw Loan made as a continuous basisresult of the 2019 Contract Draw Loan Commitment Increase and (vi) agrees that the term “Membership Interests” in that certain Amended and Restated Pledge Agreement, unimpaireddated September 15, uninterrupted and undischarged2014, as collateral security for its Obligations amended from time to time (the “Pledge Agreement”), shall include the membership interest of Borrower and the equity interests of all of Guarantor’s direct Subsidiaries that are required to become Loan Parties pursuant to Section 11.14 of the Loan Agreement, so that Guarantor pledges, under the Credit 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 inPledge Agreement, such Credit Documents (as modified hereby) and (C) affirms and confirms equity interests of all of its Guarantor’s direct Subsidiaries that are required to become Loan Parties pursuant to Section 11.14 of the Loan Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations and liabilities outstanding under the Credit Loan Agreement and each or the other Credit Document (as modified hereby) to Loan Documents, which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue shall remain in full force and effect in respect ofeffect, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor except to any future amendment to the Credit Agreementextent modified hereby.

Reaffirmation. By executing and delivering a counterpart hereof, (ia) each Credit Each Reaffirming Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with acknowledges that it has reviewed the terms and provisions thereof of the Credit Agreement and shall be secured the Amended Credit Agreement and consents to (i) the amendment and restatement of the Credit Agreement effected pursuant to this Amendment and the Security Documents in accordance with the terms Amended Credit Agreement and provisions thereof; (ii) each the transactions contemplated by this Amendment and the Amended Credit Agreement. Each Reaffirming Party hereby (Ai) agrees reaffirms its obligations under the Loan Documents to which it is a party and (ii) reaffirms that, notwithstanding the effectiveness of this Ninth Amendment, as the occurrence of the Ninth Amendment Effective Funding Date and after giving effect theretothe consummation of the transactions contemplated hereby (including the amendment of the Credit Agreement), the Security guarantees, pledges, grants of security interests, Liens and other agreements and obligations of such Reaffirming Party and the terms of each of the Collateral Documents and each other Loan Document to which such Reaffirming Party is a party are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect, (B) agrees that, as effect and shall accrue to the benefit of the Ninth Amendment Secured Parties under the Amended Credit Agreement. (b) Each Reaffirming Party hereby, on the Effective Date and after giving effect to this Ninth Amendment the Funding Date, confirms and agrees that (i) the Initial Term Loans, the 2020 Incremental Term Loans and the transactions contemplated herebyInitial Revolving Credit Loans have constituted and continue to constitute, and the 2021 Incremental Term Loans and the 2021 Revolving Credit Commitment Increase shall, upon the funding and/or establishment thereof pursuant to Section 1 and Section 2(b) hereof, constitute, “Obligations” (or any word of like import) under each of the Amended Credit Agreement and Collateral Documents and each other Loan Document, and (ii) the Obligations under the Amended Credit Agreement have been and will continue to be guaranteed pursuant to Article IV of the Amended Credit Agreement and secured pursuant to the Collateral Documents by a legal, valid, binding and enforceable security interest in and a fully perfected continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all “Collateral” as defined in the Collateral Documents and the other Loan Documents. (c) In furtherance of the foregoing and to the extent possible under local law, each Reaffirming Party hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischargedCollateral, as collateral security for its the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Reaffirming Party’s Obligations under (including without limitation the 2021 Incremental Term Loans and the 2021 Revolving Credit Documents Commitment Increase). (as modified herebyd) Each of the Reaffirming Parties hereby confirms that the Agent is authorized to which it is a partyprepare and file all documents, agreements and instruments and take all other actions necessary to satisfy the perfection requirements and to cause the Lien created by each applicable Collateral Document in each case, respect of the Obligations to be duly perfected to the extent provided in, and subject to the limitations and qualifications set forth in, required by such Credit Documents (as modified hereby) and (C) affirms and confirms agreement in accordance with all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyapplicable Laws, including its guarantee the filing of financing statements in such jurisdictions as may be reasonably determined by the Obligations and Administrative Agent or the pledge of and/or grant of a security interest in its assets Collateral Agent as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreementnecessary.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as Each of the Ninth Amendment Effective Date Borrower and after giving effect the Subsidiary Guarantors (the Borrower and the Subsidiary Guarantors collectively being referred to as the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Ninth Amendment Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby further (a) acknowledges that the Loan Document Obligations shall include any and all amounts owing or to be owing by the Borrower or any Subsidiary Guarantor (whether direct or indirect (including those acquired by assumption), all Obligations absolute or contingent, due or to become due, now existing or hereafter arising) to the Administrative Agent, the Issuing Banks, any Lender or any Related Party of any of the Borrower foregoing under this Agreement and the Restated Credit Agreement, including all such obligations in respect of the Tranche 2 Commitments and all Loans incurred thereunder (includingincluding all such obligations incurred during the pendency of any bankruptcy, without limitationinsolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding, and including all such obligations arising before and after the Revolving Credit Exposure with respect Conversion Date), (b) reaffirms its Guarantees, pledges and grants of security interests, as applicable, under each of the Loan Documents to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; which it is party, (ii) each Credit Party hereby (Ac) agrees that, notwithstanding the effectiveness of this Ninth AmendmentAgreement and the transactions contemplated hereby, as such Guarantees, pledges and grants of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents security interests shall continue to be in full force and effect, (B) agrees that, as effect and shall accrue to the benefit of the Ninth Amendment Effective Date Secured Parties (and shall be determined after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified herebyAgreement) and (Cd) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a partyagrees, in the case of each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant Reaffirming Loan Party that is party to the Security Documents (as modified hereby) to which it Guaranty Agreement that Tesoro Panama is a not party to secure such Obligationsto, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as solely for purposes of the Ninth Amendment Effective Date, being entitled to receive contribution and indemnification payments under Section 8 of 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Guaranty Agreement, this Ninth Amendment or any other Credit Document Tesoro Panama shall be deemed to require the consent of such be a “Guarantor” and any payment made by Tesoro Panama under any Guaranty or Security Agreement shall be deemed to be a “Guarantor to any future amendment to the Credit AgreementPayment”.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party Borrower hereby agrees that, as of that all Loans incurred by the Ninth Amendment Effective Date Borrowers and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower Revolving Credit Exposure (including, without limitation, the all Revolving Credit Exposure with respect related to the 2019 Incremental 2015 Extended Revolving Credit CommitmentCommitments (as increased by the 2015 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; thereof and (ii) each Credit Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Fifth Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Fifth Amendment, the First-Lien Security Documents continue to be in full force and effect, effect and (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Loan Document (including, without limitation, all Revolving Credit Exposure related to the 2015 Extended Revolving Credit Commitments (as modified hereby) to which it is a partyincreased by the 2015 Revolving Commitment Increases)), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyFifth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the First-Lien Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the First-Lien Security Documents (as modified hereby)Documents, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Loan Documents, in each case after giving effect to this Ninth Amendment Fifth Amendment. Each of the Administrative Agent, each 2015 Extended Revolving Credit Lender, each 2015 Incremental Revolving Credit Lender and each Issuing Bank hereby acknowledges that the 2019 Revolving Commitment Increase effected hereby and reaffirmation contained in this Section 8 satisfies the other transactions requirement for a reaffirmation agreement with respect to the Security Documents as contemplated hereby; and under clause (iiiii) each Guarantor agrees that nothing in of the second sentence of Section 2.25 of the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of solely as such Guarantor to any future amendment requirement relates to the 2015 Revolving Credit AgreementFacility Refinancing.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth First Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated herebyFirst Amendment, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth First Amendment, as of the Ninth First Amendment Effective Date and after giving effect theretoto this First Amendment, the Security Collateral Documents continue to be in full force and effect, (B) agrees that, as of the Ninth First Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Collateral Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified herebyamended by this First Amendment) and (C) as of the First Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Credit Document (as modified hereby) to which it is a partyincluding this First Amendment), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyFirst Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as constituting Collateral pursuant to the Security Collateral Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Collateral Documents, and acknowledges and agrees that, that as of the Ninth First Amendment Effective Date, Date 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 (as modified hereby) and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated herebyFirst Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth First Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.. 

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Loan Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all Obligations of Loans incurred by the Borrower (including, without limitation, the Revolving Credit Exposure with respect to 2018 New Replacement Term B Loans and the 2019 Incremental Revolving Credit Commitment2018 Converted Replacement Term B Loans) shall be guaranteed pursuant to the Guarantee Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Collateral Documents (as amended hereby) in accordance with the terms and provisions thereof; (ii) each Credit Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Third Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Third Amendment, the Security Collateral Documents continue to be in full force and effect, ; (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Collateral Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations obligations, liabilities and indebtedness under the Credit Documents (as modified hereby) to which it is a partyAgreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Loan Documents (as modified herebyamended by this Third Amendment) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Loan Document (as modified hereby) to which it is a partyincluding the 2018 New Replacement Term B Loans and the 2018 Converted Replacement Term B Loans), in each case after giving effect to this Ninth Amendment and the transactions contemplated herebyThird Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Collateral Documents (as modified amended hereby) to which it is a party to secure such Obligations, all as provided in the Security Collateral Documents (as modified amended hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Loan Documents, in each case after giving effect to this Ninth Third Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Third Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereofthis Fifth Amendment, (i) the Borrower and each Credit other Loan Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all Obligations of the Borrower Loans (including, without limitation, the Revolving Credit Exposure with respect to 2024 Refinancing Term Loans made available on the 2019 Incremental Revolving Credit CommitmentFifth Amendment Effective Date) shall be guaranteed pursuant to the Guarantee Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof; , and (ii) the Borrower and each Credit other Loan Party hereby (A) agrees that, notwithstanding reaffirms its prior grant and the effectiveness of this Ninth Amendment, as validity of the Ninth Amendment Effective Date and Liens granted by it pursuant to the Collateral Documents, (B) agrees that after giving effect theretoto this Fifth Amendment and the Fifth Amendment Effective Date, the Security Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties (including, without limitation, the 2024 Term Lenders and 2024 Refinancing Lenders) continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms affirms, acknowledges and confirms all its guarantee of its obligations and liabilities under the Credit Agreement and each other Credit Loan Document (as modified hereby) to which it is a partyparty and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations under the Credit Agreement, in each case after giving effect to this Ninth Fifth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such ObligationsFifth Amendment Effective Date, all as provided in the Security Documents (as modified hereby)such Loan Documents, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, that such obligations, liabilities, guarantee, pledge and and/or grant continue in full force and effect in respect of, and to secure, such the Obligations under the Credit Agreement and the other Credit Loan Documents, each as amended hereby, including the 2024 Refinancing Term Loans and the 2024 Revolving Commitments, in each case after giving effect to this Ninth Fifth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iiiFifth Amendment Effective Date. IF = AND ( COMPARE 9 = 10, COMPARE SECTION 1 = "1" 1) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.0 = 1 24964213.6 |US-DOCS\149178858.4||

Reaffirmation. By executing Each Grantor (in its capacity as a Grantor and delivering as a counterpart hereofGuarantor, (ias applicable) each Credit Party hereby agrees thatexpressly acknowledges the terms of this First Amendment and reaffirms, as of the Ninth First Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated herebyDate, all Obligations that its guarantee of the Borrower Guaranteed Obligations (includingfor this purpose only, without limitation, as defined in the Revolving Credit Exposure with respect Guarantee and Collateral Agreement) under the Guarantee and Collateral Agreement and its grant of Liens on the Collateral to secure the 2019 Incremental Revolving Credit Commitment) shall be guaranteed Secured Obligations pursuant to the Guarantee in accordance with the terms and provisions thereof Collateral Agreement and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security other Collateral Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, continues in full force and effect and extends to the extent provided inobligations of the applicable Grantors under the 2024 Prepayment Agreement. Neither the execution, delivery, performance or effectiveness of this First Amendment nor the modification of the Existing Guarantee and Collateral Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to the Existing Guarantee and Collateral Agreement or any other Collateral Document, and subject such Liens continue unimpaired with the same priority to secure repayment of all Secured 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 limitations and qualifications set forth inperfection of such Liens. Each Grantor, such Credit in respect of the Collateral Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect 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 Secured Obligations, as amended, novated, supplemented or restated from time to time, including by way of this Ninth First Amendment and the transactions contemplated hereby, including its guarantee incurrence of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations obligations under the Credit 2024 Prepayment Agreement. The security under the Guarantee and Collateral Agreement and the other Credit DocumentsCollateral Documents as security for the Secured Obligations (for this purpose only, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing as defined in the Credit Guarantee and Collateral Agreement, this Ninth Amendment or any other Credit Document ) is thus hereby confirmed. Nothing herein contained shall be deemed to require construed as a substitution or novation of the consent of such Guarantor to any future amendment to the Credit AgreementSecured Obligations.

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each Reaffirming Party (i) each Credit Party hereby agrees that, as notwithstanding the issuance of the Ninth 4.375% Senior Secured Notes and/or the effectiveness of the Amendment Effective Date or consummation of the 2021 Term Loan Transactions, each of the Security Documents (as each may have been amended, restated, supplemented, modified and/or confirmed on or prior to the date hereof) set forth or otherwise referenced on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to (x) the “Secured Obligations” as defined in the 4.375% Senior Secured Notes Indenture, which have been designated as “Additional Obligations” under and pursuant to the First Lien Intercreditor Agreement (the “Secured Notes Designation”) and (y) any additional Bank Obligations arising as a result of the 2021 Term Loan Transactions, which shall, from and after giving effect to this Ninth the date hereof, be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement. (b) Each Reaffirming Party hereby (i) ratifies and affirms the Amendment and the transactions contemplated hereby2021 Term Loan Transactions, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth the Amendment, as its guarantee provided pursuant to Article X of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue Credit Agreement continues to be in full force and effect, (Biii) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Bank Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant (with respect to the Security Documents (as modified herebyitself) to which it is a party to secure such Obligations, all as provided in the Security Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified hereby)from time to time) and (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the relevant Loan Document, and acknowledges and agrees that, as including Schedule 10.03 of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge Credit Agreement mutatis mutandis and grant continue in any Guarantor Joinder to the Credit Agreement) continues in full force and effect in respect of, and to secure, such of the Bank Obligations under the Credit Agreement and the other Credit Loan Documents, including any additional Bank Obligations arising as a result of the 2021 Term Loan Transactions. (c) Each of the Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party, (i) the “Secured Obligations” (as defined in the 4.375% Senior Secured Notes Indenture) and all additional Bank Obligations arising as a result of the 2021 Term Loan Transactions constitute (A) “Obligations” and “Secured Liabilities” and (B) are secured by the “Collateral” described in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; such Reaffirmed Security Document and (iiiii) each Guarantor agrees that nothing no further filings or recording need to be made, or other action need to be taken, by such Reaffirming Party in order to maintain the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require perfection of the consent of such Guarantor to any future amendment to security interest created by the Credit AgreementReaffirmed Security Documents.

Reaffirmation. By executing and delivering a counterpart hereof, (ia) each Each Credit Party hereto hereby consents to the execution, delivery and performance of this Restatement Agreement and agrees thatthat each reference to “the Loan and Guarantee Agreement,” “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Loan and Guarantee Agreement in the Loan Documents shall, on and after the Restatement Effective Date, be deemed to be a reference to the Loan and Guarantee Agreement, as of the Ninth Amendment Effective Date amended and after giving effect to restated by this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower Restatement Agreement. (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitmentb) shall be guaranteed pursuant to the Guarantee 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; (ii) each Each Credit Party hereto hereby (A) agrees that, notwithstanding reaffirms all of its respective obligations and liabilities under the effectiveness of this Ninth AmendmentLoan Documents to which it is a party, as of the Ninth Amendment Effective Date such obligations and after giving effect theretoliabilities have been amended by this Restatement Agreement, the Security Documents continue to be and acknowledges and agrees that such obligations and liabilities remain in full force and effect, . (Bc) agrees that, as of the Ninth Amendment Effective Date Each Credit Party hereto hereby irrevocably and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under unconditionally ratifies each Security Loan Document to which it is a party remain in full force (as such Loan Documents are amended to and effect on a continuous basis, including the date hereof) and the perfected status ratifies and priority reaffirms such Credit Party’s guarantee and grant of each such Lien liens and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations interests under the Credit Security Documents (as modified hereby) and confirms that the guarantees, liens and security interests granted thereunder continue to which it is a partysecure the Obligations, in each caseincluding, without limitation, any additional Obligations resulting from or incurred pursuant to the extent provided inLoan and Guarantee Agreement. (d) In furtherance of the foregoing, and subject each Credit Party hereby grants to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under Collateral Agent for the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee benefit of the Obligations and the pledge of and/or grant of Secured Parties a security interest in its assets as the Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided defined in the Security Documents (as modified hereby)Agreement) to secure the Secured Obligations. [Remainder of this page intentionally left blank.] | SECTION 1.01 Defined Terms 1 SECTION 1.02 Terms Generally 37 SECTION 1.03 Accounting Terms; Changes in GAAP 38 SECTION 1.04 Rates 38 SECTION 1.05 Divisions 38 SECTION 2.01 Commitments 39 SECTION 2.02 Loans and Borrowings 39 SECTION 2.03 Borrowing Requests 39 SECTION 2.04 [Reserved] 40 SECTION 2.05 [Reserved] 40 SECTION 2.06 Prepayments 40 SECTION 2.07 Reduction and Termination of Commitments 41 SECTION 2.08 Repayment of Loans 42 SECTION 2.09 Interest 42 SECTION 2.10 Benchmark Replacement Setting 42 SECTION 2.11 Evidence of Debt 44 SECTION 2.12 Payments Generally 44 SECTION 2.13 Sharing of Payments 45 SECTION 2.14 Compensation for Losses 45 SECTION 2.15 Increased Costs 46 SECTION 2.16 Taxes 47 SECTION 2.17 [Reserved] 50 SECTION 2.18 [Reserved] 50 SECTION 2.19 Mitigation Obligations; Replacement of Lenders 50 SECTION 3.01 Existence, Qualification and acknowledges Power 51 SECTION 3.02 Authorization; No Contravention 52 SECTION 3.03 Governmental Authorization; Other Consents 52 SECTION 3.04 Execution and agrees thatDelivery; Binding Effect 52 SECTION 3.05 Financial Statements; No Material Adverse Change 52 SECTION 3.06 Litigation 52 SECTION 3.07 Contractual Obligations; No Default 53 SECTION 3.08 Property 53 SECTION 3.09 Taxes 53 | SECTION 3.10 Disclosure 53 SECTION 3.11 Compliance with Laws 54 SECTION 3.12 ERISA Compliance 54 SECTION 3.13 Environmental Matters 55 SECTION 3.14 Investment Company Act 55 SECTION 3.15 Sanctions; Export Controls; Anti-Corruption; AML Laws 55 SECTION 3.16 Solvency 55 SECTION 3.17 Subsidiaries 55 SECTION 3.18 Senior Indebtedness 55 SECTION 3.19 Insurance Matters 56 SECTION 3.20 Labor Matters 56 SECTION 3.21 Insolvency Proceedings 56 SECTION 3.22 Margin Regulations 56 SECTION 3.23 Liens 56 SECTION 3.24 Perfected Security Interests 56 SECTION 3.25 US Citizenship 57 SECTION 3.26 Air Carrier Status 57 SECTION 3.27 Cybersecurity 57 SECTION 3.28 Loyalty Program Agreements 57 SECTION 4.01 Closing Date and Initial Borrowing 57 SECTION 4.02 Each Borrowing 60 SECTION 5.01 Financial Statements 61 SECTION 5.02 SECTION 5.02 Certificates; Other Information 62 SECTION 5.03 SECTION 5.03 Notices 64 SECTION 5.04 SECTION 5.04 Preservation of Existence, as Etc. 64 SECTION 5.05 SECTION 5.05 Maintenance of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge Properties 64 SECTION 5.06 SECTION 5.06 Maintenance of Insurance 65 SECTION 5.07 SECTION 5.07 Payment of Obligations 65 SECTION 5.08 SECTION 5.08 Compliance with Laws 65 SECTION 5.09 SECTION 5.09 Environmental Matters 65 SECTION 5.02 SECTION 5.10 Books and grant continue in full force Records 65 SECTION 5.11 SECTION 5.11 Inspection Rights 65 SECTION 5.12 SECTION 5.12 Sanctions; Export Controls; Anti-Corruption Laws and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated herebyAML Laws 66 SECTION 5.13 SECTION 5.13 Guarantors; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent Additional Collateral 66 SECTION 5.14 SECTION 5.14 Post-Closing Matters 67 SECTION 5.15 SECTION 5.15 Further Assurances 67 SECTION 5.16 SECTION 5.16 Delivery of such Guarantor to any future amendment to the Credit Agreement.Appraisals 68 SECTION 5.17 SECTION 5.17 Ratings 68 SECTION 5.18 SECTION 5.18 Regulatory Matters 68 SECTION 5.19 SECTION 5.19 Loyalty Programs; Loyalty Program Agreements 68 SECTION 5.20 SECTION 5.20 Collections; Accounts; Payments 69 |

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Twelfth Amendment Effective Date and after giving effect to this Ninth Twelfth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental 2022-B New Revolving Credit CommitmentCommitments) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Twelfth Amendment, as of the Ninth Twelfth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Twelfth Amendment Effective Date and after giving effect to this Ninth Twelfth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Twelfth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Twelfth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Twelfth Amendment and the 2019 incurrence of the 2022-B Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Twelfth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Twelfth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Sixteenth Amendment Effective Date and after giving effect to this Ninth Sixteenth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental 2024 New Revolving Credit CommitmentCommitments) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Sixteenth Amendment, as of the Ninth Sixteenth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Sixteenth Amendment Effective Date and after giving effect to this Ninth Sixteenth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Sixteenth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Sixteenth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and Sixteenth Amendment, the 2019 incurrence of the 2024 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Sixteenth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementAgreement (as modified hereby). This Sixteenth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Reaffirmation. By executing (a) Each of the Borrowers and delivering a counterpart hereofeach other undersigned Credit Party (collectively, the “Reaffirming Parties”), (i) each Credit Party hereby agrees thatconsents to the Amendment, the Second Amendment and Consent, and the respective transactions contemplated thereby, (ii) hereby affirms and confirms its respective guarantees, pledges, grants of security interests and other commitments and obligations, as applicable, under each of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with and each of the terms other Credit Documents that is governed by the laws of the United States (collectively, the “Reaffirmed Documents”) to which it is a party and provisions thereof; (ii) each Credit Party hereby (Aiii) agrees that, notwithstanding the effectiveness of this Ninth the Amendment, as the Second Amendment and Consent, and the consummation of the Ninth Amendment Effective Date and after giving effect theretorespective transactions contemplated thereby, the Security Credit Documents to which it is a party and such guarantees, pledges, grants of security interests and other commitments and obligations thereunder, shall continue to be in full force and effect, (B) agrees that, as effect in accordance with the terms thereof. Each of the Ninth Amendment Effective Date and after giving effect Reaffirming Parties further agrees to this Ninth Amendment and take any action that may be required or that is reasonably requested by the transactions contemplated hereby, all Administrative Agent to ensure compliance by the US Borrower with Section 6.11 of the Liens Credit Agreement (as amended hereby) and security interests created to satisfy the requirements set forth in Sections 3.09, 3.10, 3.11, 3.12 and arising 3.13 of the Credit Agreement (as amended hereby) and hereby reaffirms its obligations under each Security similar provision of each Reaffirmed Document to which it is a party. (b) Each of the Reaffirming Parties party remain in full force to each of the Reaffirmed Documents securing the Obligations of the Borrowers hereby confirms and effect on a continuous basisagrees that (i) the Tranche E Term Loans constitute Obligations (or any word of like import) under such documents and (ii) the Term Loans, the Revolving Loans, the B/As, the Swingline Loans and the perfected status Letters of Credit have constituted 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 its continue to constitute Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent word of like import) under such Guarantor to any future amendment to the Credit Agreementdocuments.

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Reaffirming Parties (i) hereby 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 Guarantee Agreement, hereby confirms its respective guarantees, as applicable, under the Guarantee Agreement, (iii) without limiting its obligations under, or the provisions of, the Collateral Agreement, hereby confirms its respective assignments, pledges and grants of security interests, as applicable, under the Collateral 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 Party 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, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment the Credit Agreement and the transactions contemplated herebyTransactions, all Obligations such guarantees, and pledges and grants of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendmentsecurity interests, as of the Ninth Amendment Effective Date and after giving effect theretoapplicable, the Security Documents shall continue to be in full force and effecteffect and shall continue to inure to the benefit of the Lenders and the other Secured Parties, (Bvi) hereby ratifies, confirms and agrees thatthat all Liens granted, as of conveyed, or assigned to the Ninth Amendment Effective Date and after giving effect Administrative Agent by such Person pursuant to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security any Loan Document to which it is a party remain in full force and effect on a continuous basiseffect, are not released or reduced, and after giving effect to the perfected status Credit Agreement and priority the Transactions continue to secure full payment and performance 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 its Obligations 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 (as modified herebysuch 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 each Loan Document 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Fourteenth Amendment Effective Date and after giving effect to this Ninth Fourteenth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Fourteenth Amendment, as of the Ninth Fourteenth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Fourteenth Amendment Effective Date and after giving effect to this Ninth Fourteenth Amendment and the transactions contemplated herebyhereby (for the avoidance of doubt, prior to giving effect to the Fourteenth Amendment Release), all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Fourteenth Amendment and the transactions contemplated herebyhereby (for the avoidance of doubt, prior to giving effect to the Fourteenth Amendment Release), including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Fourteenth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Fourteenth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated herebyhereby (for the avoidance of doubt, prior to giving effect to the Fourteenth Amendment Release); and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Fourteenth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement (as modified hereby). This Fourteenth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents (other than as contemplated by the Fourteenth Amendment Release upon the consummation of the Clear Sky Acquisition pursuant to the Clear Sky Acquisition Agreement). Nothing herein contained shall be AMERICAS 123907318 construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Reaffirmation. By executing (a) To induce the 2017 Incremental Revolving Lenders and delivering the Administrative Agent to enter into this Amendment No. 3, each of the Loan Parties and Gibraltar Holdings hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a counterpart hereofparty, (i) including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each Credit Party hereby agrees thatcase as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the Ninth date hereof (including as amended pursuant to the First Amendment, the Second Amendment Effective Date and this Amendment No. 3 and the incurrence of the 2017 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. 3. (b) In furtherance of the foregoing Section 7(a), each Loan Party, in its capacity as a Guarantor under the Guaranty to which it is a party (in such capacity, 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 the extent set forth in such Guaranty and after giving effect to this Ninth Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 3 and the Amended Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2017 Incremental Revolving Commitments constitute “Secured Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that the Guaranty and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 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 of all Secured Obligations under each of the Loan Documents to which it is a party (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, 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. 3 and the transactions contemplated hereby, all Obligations including the extension of credit in the form of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 2017 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to Commitments hereunder. In addition, each Reaffirming Grantor reaffirms the Guarantee in accordance with security interests granted by such Reaffirming Grantor under the terms and provisions thereof and shall be secured pursuant to conditions of the Security Documents (in accordance with each case, to the terms extent a party thereto) to secure the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as incurrence of the Ninth Amendment Effective Date 2017 Incremental Revolving Commitments hereunder) and after giving effect thereto, the Security Documents continue to be agrees that such security interests remain in full force and effecteffect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (Bi) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under confirms that each Security Document to which it is a party remain or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in full force accordance with the Security Documents, the payment and effect on a continuous basisperformance of the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the perfected status incurrence of the 2017 Incremental Revolving Commitments hereunder), including without limitation the payment and priority performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, in each case pursuant to the terms of the Security Documents such Lien and Reaffirming Grantor is a party to, (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest continues in full force and effect continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral to which such Reaffirming Grantor granted a continuous basissecurity interest in and a continuing Lien on pursuant to the terms of the Security Documents to which such Reaffirming Grantor is party to, unimpaired, uninterrupted in each case whether now owned or existing or hereafter acquired or arising and undischargedwherever 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 Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder), subject to the terms contained in the applicable Loan Documents and (iii) confirms its Obligations respective pledges, grants of security interests and other obligations, as applicable, under and subject to the Credit terms of each of the Security Documents (as modified hereby) to which it is a party, in . (d) Gibraltar Holdings and each case, to Guarantor (other than the extent provided in, Borrower) acknowledges and subject to agrees that (i) it is not required by the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (C) affirms and confirms all terms of its obligations and liabilities under the Credit Agreement and each or any other Credit Loan Document (as modified hereby) to which it is a party, in each case after giving effect consent to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; No. 3 and (iiiii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment No. 3 or any other Credit Loan Document shall be deemed to require the consent of Gibraltar Holdings or such Guarantor to any future amendment to amendment, consent or waiver of the terms of the Credit Agreement. (e) As promptly as practical but in no event later than January 15, 2018, subject to extension by the Administrative Agent in its sole discretion, the Borrower and applicable Guarantors shall take the actions specified in Sections 3.8(d)(1)-(3) of the Collateral Trust Agreement. (f) As promptly as practical but in no event later than December 18, 2017, subject to extension by the Administrative Agent in its sole discretion, Gibraltar Holdings shall execute and deliver a deed of confirmation, in form and substance reasonably satisfactory to the Administrative Agent.

Reaffirmation. By executing and delivering a counterpart hereof, (ia) each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to To induce the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant Lenders and the Administrative Agents to the Guarantee 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; (ii) enter into this Amendment No. 6, each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date Loan Parties and after giving effect thereto, the Security Documents continue to be in full force Gibraltar Holdings hereby acknowledges and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising reaffirms its obligations under each Security Loan Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit Documents (as modified hereby) to which it is a party, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the 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 capacity as a Guarantor under the Guaranty to which it is a party (in such capacity, 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 the 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, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms 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 and agrees that the Guaranty and each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 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 of all Secured Obligations under each of the Loan Documents to which it is a party (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 (iii) 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 provided ina party thereto) to secure the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 6 and subject to the limitations and qualifications set forth in, such Credit Documents (as modified herebyincurrence of the 2019 Incremental Revolving Commitments hereunder) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a agrees that such security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue interests remain in full force and effect in respect ofand are hereby ratified, and to secure, such Obligations under the Credit Agreement and the other Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.reaffirmed and

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Eighth Amendment Effective Date and after giving effect to this Ninth Eighth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental 2024 New Revolving Credit CommitmentCommitments) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Eighth Amendment, as of the Ninth Eighth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Eighth Amendment Effective Date and after giving effect to this Ninth Eighth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Eighth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Eighth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and Eighth Amendment, the 2019 incurrence of the 2024 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Eighth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementAgreement (as modified hereby). This Eighth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each Reaffirming Party (i) each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as Amendment No. 9 or the consummation of the Ninth Amendment Effective Date and after giving effect theretotransactions contemplated thereby, each of the Security Documents (as each may have been amended, modified and/or confirmed on or prior to the date hereof) set forth on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (iii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to any additional Bank Obligations having arisen or arising as a result of Amendment No. 9, which continue to be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement. (b) Each Reaffirming Party hereby (i) ratifies and affirms Amendment No. 9 and the transactions contemplated thereby, (ii) agrees that, notwithstanding the effectiveness of Amendment No. 9, its guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and effect, (Biii) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Bank Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant (with respect to the Security Documents (as modified herebyitself) to which it is a party to secure such Obligations, all as provided in the Security Loan Documents (including any limitations expressly set forth therein as may be amended and/or modified hereby)from time to time) and (iv) acknowledges that such guarantee (including any limitations thereto expressly set forth in the relevant Loan Document, and acknowledges and agrees that, as including Schedule 10.03 of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge Credit Agreement mutatis mutandis and grant continue in any Guarantor Joinder to the Credit Agreement) continues in full force and effect in respect of, and to secure, such of the Bank Obligations under the Credit Agreement and the other Credit Loan Documents, including any additional Bank Obligations having arisen or arising as a result of Amendment No. 9. (c) Each of the Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party, all additional Bank Obligations having arisen or arising as a result of Amendment No. 9 constitute “Obligations” or “Secured Liabilities” or words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in Schedule B (subject to certain exceptions in respect of the documentation listed in Schedule B that is governed by the laws of Quebec and Germany). (d) Each of the Reaffirming Parties hereby agrees that the Parallel Debt, if any, of such Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and shall accrue to the benefit of each case after giving effect Collateral Agent (for the benefit of the Secured Parties (as defined in the First Lien Intercreditor Agreement)) and shall continue to this Ninth apply, as applicable, in relation to all Obligations following the effectiveness of Amendment No. 9 and the 2019 Revolving Commitment Increase effected hereby and consummation of the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreementthereby.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Thirteenth Amendment Effective Date and after giving effect to this Ninth Thirteenth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Thirteenth Amendment, as of the Ninth Thirteenth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Thirteenth Amendment Effective Date and after giving effect to this Ninth Thirteenth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Thirteenth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Thirteenth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Thirteenth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Thirteenth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Thirteenth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Reaffirmation. By executing and delivering a counterpart hereof, : (ia) each Credit Party hereby agrees that, Borrower in its capacity as of the Ninth Amendment Effective Date and such immediately after giving effect to this Ninth Amendment and the transactions contemplated herebyhereby (including the release set forth in Section 2.6 above) hereby affirms and confirms all of its Obligations under the Existing Credit Agreement, all Obligations of the Borrower Amended Credit Agreement, and each other Loan Document (including, without limitation, (x) the USD Term A Loans, the USD Revolving Credit Exposure with respect Loans, the USD Swing Line Loans and other Obligations related to the 2019 Incremental USD Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit CommitmentAgreement, and (y) shall be guaranteed the Multicurrency Revolving Loans, the Multicurrency Swing Line Loans and other Obligations related to the Multicurrency Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to the Guarantee in accordance with the terms this Amendment, and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth AmendmentAmendment and the transactions contemplated hereby, as of the Ninth Amendment Effective Date and after giving effect thereto, the that any Security Documents to which it is a party shall continue to be in full force and effecteffect in the manner provided therein, (Bb) agrees that, in the case of each Domestic Guarantor (as of defined in the Ninth Amendment Effective Date and Guaranty) in its capacity as such immediately after giving effect to this Ninth Amendment and the transactions contemplated hereby (including the release set forth in Section 2.6 above), such Domestic Guarantor hereby affirms and confirms all of its Guaranteed Obligations under and as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each after giving effect thereto, that any Security Document Documents to which it is a party remain shall continue to be in full force and effect on a continuous basis, in the manner provided therein and (c) in the case of each Foreign Guarantor (as defined in the Guaranty) in its capacity as such immediately after giving effect to this Amendment and the 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 its Obligations under transactions contemplated hereby (including the Credit 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 release set forth inin Section 2.6 above), such Credit Documents (as modified hereby) and (C) Foreign Guarantor hereby affirms and confirms all of its obligations Guaranteed Foreign Obligations under and liabilities under as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and each in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Document (as modified hereby) Agreement), consents to which it is a party, in each case after giving effect the modifications made to the Loan Documents pursuant to this Ninth Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the after giving effect thereto, that any Security Documents (as modified hereby) to which it is a party shall continue to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue be in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documentsmanner provided therein, in each the case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; of clauses (a), (b) and (iiic) each Guarantor agrees that nothing of this paragraph, subject in all respects to Section 12.22 of the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Amended Credit Agreement.

Reaffirmation. By executing (a) Each Guarantor hereby acknowledges that it has reviewed the terms and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as provisions of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment Existing Credit Agreement and the transactions contemplated hereby, all Obligations Credit Agreement and consents to the amendment and restatement of the Borrower (including, without limitation, the Revolving Existing Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed Agreement effected pursuant to the Guarantee Credit Agreement. Each Guarantor hereby confirms that the Guaranty guarantees and will continue to guaranty, to the fullest extent possible (in accordance with the terms thereof) the payment and provisions thereof performance of all “Obligations” (as such term is defined in the Guaranty), including without limitation the payment and shall be secured pursuant to the Security Documents performance of all such “Obligations” in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as respect of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be obligations of Borrower now or hereafter existing under or in full force and effect, (B) agrees that, as respect of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit Documents Agreement. (as modified herebyb) 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and Each Guarantor acknowledges and agrees that, as of that the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant Guaranty shall continue in full force and effect in respect ofand that all of its obligations thereunder are and shall continue to be valid and enforceable (except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) and to secure, such Obligations under shall not be impaired or limited by the execution or effectiveness of the Credit Agreement Agreement. Each Guarantor represents and warrants that all of its representations and warranties contained in the other Credit DocumentsGuaranty are true, correct and complete in all material respects on and as of the 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 each which case after giving effect to this Ninth Amendment they were true, correct and the 2019 Revolving Commitment Increase effected hereby complete in all material respects on and the other transactions contemplated hereby; as of such earlier date. (c) Each Guarantor acknowledges and (iii) each Guarantor agrees that nothing (i) notwithstanding any conditions to effectiveness set forth in the Credit Agreement, this Ninth Amendment the Guarantor is not required by the terms of the Existing Credit Agreement or any other Loan Document to consent to the amendment and restatement of the Credit Agreement effected pursuant to the Credit Agreement and (ii) nothing in the Existing Credit Agreement, the Credit Agreement or any other Loan Document shall be deemed to require the consent of such the Guarantor to any future amendment to and restatement of the Credit Agreement.

Reaffirmation. By executing The parties hereto acknowledge and delivering a counterpart hereof, agree that (i) each Credit Party hereby agrees that, as this Fourteenth Amendment and any other Loan Document or other document or instrument executed and delivered in connection herewith do not constitute a novation or termination of the Ninth Guaranteed Obligations of the Borrowers and the Subsidiary Guarantors as in effect prior to the Amendment Effective Date and after giving effect (ii) such Guaranteed Obligations are in all respects continuing (as amended by this Fourteenth Amendment) with only the terms thereof being modified to the extent provided in this Ninth Fourteenth Amendment. Each of the Borrowers and the Subsidiary Guarantors hereby consents to the entering into of this Fourteenth Amendment and each of the transactions contemplated hereby, all Obligations confirms its respective guarantees, pledges, grants of the Borrower (includingsecurity interests, without limitationLiens and other obligations, the Revolving Credit Exposure with respect as applicable, under and subject to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with the terms and provisions thereof and shall be secured pursuant to of the Security Documents in accordance with to which it is a party and each of the terms other Loan Documents to which it is party, and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as Fourteenth Amendment or any of the Ninth Amendment Effective Date transactions contemplated hereby, such guarantees, pledges, grants of security interests, Liens and after giving effect theretoother obligations, and the terms of each of the other Security Documents to which it is a party and each of the other Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect, (B) agrees thateffect and shall continue to secure all Guaranteed Obligations, as of the Ninth Amendment Effective Date amended, reaffirmed and after giving effect modified pursuant to this Ninth Fourteenth Amendment and or any of the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.thereby. [Signature pages follow] AMERICAS 128519402 US-DOCS\159452470.10

Reaffirmation. By executing and delivering a counterpart hereofsigning this Amendment, (i) each Credit Party hereby agrees that, as confirms that (a) notwithstanding the effectiveness of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations the obligations of such Credit Parties under the Borrower Amended Credit Agreement (including, without limitation, the Revolving Credit Exposure including with respect to the 2019 Incremental Revolving Credit Commitment2020 Delayed Draw Term Loans contemplated by this Amendment) shall be guaranteed pursuant and the other Loan Documents (i) are entitled to the Guarantee benefits of the guarantees and the security interests set forth or created in accordance with the terms and provisions thereof and shall be secured pursuant to Amended Credit Agreement, the Security Agreement, the other Collateral Documents in accordance with and the terms and provisions thereof; other Loan Documents, (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as constitute “Guarantee Obligations” and “Obligations” for purposes of the Ninth Amendment Effective Date and after giving effect theretoAmended Credit Agreement, the Security Agreement, the other Collateral Documents and all other Loan 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 Guarantee Obligations and (iv) each Loan Document to which such Credit Party is a party is, and shall continue to be be, in full force and effect, effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms (B) agrees thatin the case of the Credit Agreement, as amended hereby) and (b) each 2020 DDTL Lender shall be a “Secured Party” and a “Lender” (including without limitation for purposes of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment definition of “Required Lenders” contained in Section 11.1 of the Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the transactions contemplated herebyother Loan Documents. Each Credit Party ratifies and confirms that all Liens granted, all of the Liens and security interests created and arising under each Security conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect on a continuous basiseffect, are not released or reduced, and the perfected status continue to secure full payment 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee performance of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified increased hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Second Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated herebySecond Amendment, all Obligations of the Parent Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee Guaranty 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Second Amendment, as of the Ninth Second Amendment Effective Date and after giving effect theretoto this Second Amendment, the Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Second Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Loan Documents (as modified herebyamended by this Second Amendment) and (C) as of the Second Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a partyand each other Loan Document (including this Second Amendment), in each case case, after giving effect to this Ninth Amendment and the transactions contemplated herebySecond Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby)Documents, and acknowledges and agrees that, that as of the Ninth Second Amendment Effective Date, Date 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 (as modified hereby) and the other Credit Loan Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated herebySecond Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Second Amendment or any other Credit Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereofUpon the effectiveness of this Agreement, (i) each Credit Party hereby agrees that, as the terms and provisions of the Ninth Amendment Effective Date Existing Credit Agreement shall be and after giving effect to hereby are amended and restated in their entirety by the terms, conditions and provisions of this Ninth Amendment Agreement, and the transactions contemplated hereby, all Obligations terms and provisions of the Borrower Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement and (ii) all of the “Obligations” under and as defined in the Existing Credit Agreement (including, without limitation, interest and fees accrued prior to the Revolving Credit Exposure Effective Date, none of which shall be altered by the terms of this Agreement with respect to any period preceding the 2019 Incremental Revolving Credit CommitmentEffective Date) (collectively, the “Original Obligations”) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents continue to be in full force and effect, (B) agrees thatbut shall be governed by, as and become due and payable pursuant to, the terms and conditions set forth in this Agreement. The Original Obligations, together with any and all additional Obligations incurred by Borrower hereunder or under any of the Ninth Amendment Effective Date and after giving effect other Loan Documents, shall continue to this Ninth Amendment and the transactions contemplated hereby, be secured by all of the Liens pledges and grants of security interests created provided in connection with the Existing Credit Agreement (and, from and arising after the Effective Date, shall also be secured by all of the pledges and grants of security interests provided in connection with this Agreement), all as more specifically set forth in the Collateral Documents. Each Borrower and each Guarantor hereby reaffirms its obligations under the Existing Credit Agreement and each Security Document other “Loan Document”, as defined in the Existing Credit Agreement (collectively, the “Original Loan Documents”) to which it is a party party, as amended, restated, amended and restated, supplemented or otherwise modified by this Agreement and by the other Loan Documents delivered on the Effective Date and hereafter. Each Borrower further agrees that each Original Loan Document shall remain in full force and effect on a continuous basis, following the execution and the perfected status and priority delivery 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 its Obligations under the Credit Documents this Agreement (as modified hereby) to which it is a party, in each case, except to the extent provided in, modified or replaced by this Agreement or any Loan Document delivered on the Effective Date) and subject that all references to the limitations and qualifications set forth in, such “Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided Agreement” in the Security Original Loan Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require refer to this Agreement. This Agreement is not intended to constitute, and does not constitute, a novation of the consent Original Obligations or to evidence payment of all or any portion of such Guarantor to any future amendment to the Credit AgreementOriginal Obligations.

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Reaffirming Parties (i) each Credit Party hereby agrees that, as of consents to the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment Agreement and the transactions contemplated herebythereby (including any Additional Conversions), (ii) hereby confirms its guarantees (in the case of Holdings) and its pledges, grants of security interests and other agreements (in the case of all Obligations Reaffirming Parties), as applicable, under each of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms to which it is party and provisions thereof; (ii) each Credit Party hereby (Aiii) agrees that, that notwithstanding the effectiveness of this Ninth Amendment, as the Amendment Agreement and the consummation of the Ninth Amendment Effective Date transactions contemplated thereby (including any Additional Conversions), such guarantees, pledges, grants of security interests and after giving effect thereto, the Security Documents other agreements shall continue to be in full force and effect, (B) agrees that, as effect and shall accrue to the benefit of the Ninth Amendment Effective Date and after giving effect Lenders under the Amended Credit Agreement. Each of the Reaffirming Parties further agrees to this Ninth Amendment take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings and the transactions contemplated hereby, all Borrower with Section 5.10 of the Liens and security interests created and arising Amended Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document to which it is a party remain and further agrees that notwithstanding the effectiveness of the Amendment Agreement and the consummation of the transactions contemplated thereby (including any Additional Conversions), such obligations shall continue to be in full force and effect on a continuous basis, and shall accrue to the perfected status and priority benefit 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 its Obligations the Lenders under the Amended Credit Documents Agreement. (as modified herebyb) 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee Each of the Obligations and the pledge Reaffirming Parties party to each of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents securing the Obligations of the Borrower hereby confirms and agrees that the Term B-6 Loans and the Revolving Facility Loans under the Extended Maturity Revolving Facility Commitments (including those implemented pursuant to any Additional Conversions) constitute Loan Document Obligations (as modified hereby) to which it is a party to secure such Obligations, all as provided defined in the Security Documents (as modified herebyCollateral Agreement), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, 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 Credit Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart copy hereof, (i) the Borrower and each Credit other Loan Party hereby (A) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, that all Obligations of the Borrower Loans (including, without limitation, the Revolving Credit Exposure with respect any Loans made pursuant to the 2019 2021 Incremental Revolving Credit CommitmentCommitments or the 2021 Refinancing Revolving Commitments made available on the Second Amendment Effective Date) shall be guaranteed pursuant to the Guarantee Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Collateral Documents in accordance with the terms and provisions thereof; , and (ii) the Borrower and each Credit other Loan Party hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, (B) agrees that, notwithstanding the effectiveness of this Ninth Second Amendment, as of the Ninth Amendment Effective Date and after giving effect theretoto this Second Amendment, the Security Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties (including, without limitation, the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders) continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms affirms, acknowledges and confirms all its guarantee of its obligations and liabilities under the Credit Agreement and each other Credit Loan Document (as modified hereby) to which it is a partyparty and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations under the Credit Agreement, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such ObligationsSecond Amendment, all as provided in the Security Documents (as modified hereby)such Loan Documents, and acknowledges and agrees that, as of the Ninth Amendment Effective Date, that such obligations, liabilities, guarantee, pledge and and/or grant continue in full force and effect in respect of, and to secure, such the Obligations under the Credit Agreement and the other Credit Loan Documents, each as amended hereby, including the 2021 Incremental Revolving Commitments and the 2021 Refinancing Revolving Commitments, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit AgreementSecond Amendment.

Reaffirmation. By executing In connection with the execution and delivering a counterpart hereofdelivery of this Amendment, (i) each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date undersigned Guarantors (in its capacity as a Guarantor and after giving effect as a Grantor) (a) hereby consents to this Ninth Amendment and the transactions and modifications contemplated herebythereby and (b) hereby ratifies and reaffirms the Guarantee and Collateral Agreement, all Obligations including the guaranty of the Borrower (including, without limitationObligations, the Revolving Credit Exposure with respect grants of Liens on the Collateral to secure the 2019 Incremental Revolving Credit CommitmentObligations, and the covenants and agreements contained therein and (ii) shall be guaranteed each of the undersigned Loan Parties reaffirms each Lien, if any, it granted pursuant to the Guarantee in accordance with and Collateral Agreement and the terms and provisions thereof and shall be secured pursuant other Security Documents to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees thatCollateral Agent, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents which shall continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basisduring the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof, and shall continue to secure the perfected status Obligations, on and priority of subject to the terms and conditions set forth in the Credit Agreement, the Guarantee and Collateral Agreement and the other Loan Documents. Without limiting the foregoing each such Lien Grantor hereby confirms that the Guarantee and security interest continues in full force Collateral Agreement and effect on a continuous basisall other Security Documents, unimpaired, uninterrupted and undischargedall Collateral encumbered thereby or pursuant thereto continue to guarantee or secure, as collateral security for its Obligations under the Credit Documents (as modified hereby) case may be, to which it is a partythe fullest extent possible in accordance with the applicable Security Documents, the payment and performance of all Obligations, subject, however, in each case, to the extent provided in, and subject to the limitations and qualifications set forth inherein and therein, such Credit Documents (as modified hereby) applicable. Each Guarantor acknowledges and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee agrees that any of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Loan Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant or otherwise bound continue in full force and effect and that all of its obligations thereunder continue to be valid and enforceable, shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor represents and warrants, as to itself only, that all representations and warranties contained in respect ofthe Guarantee and Collateral Agreement are true and correct in all material respects on and as of the 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 secure, such Obligations under the Credit Agreement and the other Credit Documentsan earlier date, in each which case after giving effect 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 this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing such terms in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Guarantee and Collateral Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Credit Party hereby agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the The Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee 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; (ii) each Credit Party hereby (Aa) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as occurrence of the Ninth First Amendment Effective Date and after giving effect theretoDate, each of the guarantees, the Security Documents Agreement and each of the Negative Pledge Agreement, the Borrower DACA continue to be in full force and effecteffect and are not impaired or adversely affected in any manner whatsoever, (Bb) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the 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 its Obligations under the Credit 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 Credit Documents (as modified hereby) and (C) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to this Ninth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or its grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligationstherefor, all as provided in the Security Loan Documents as originally executed and (as modified hereby), and c) acknowledges and agrees that, as of the Ninth Amendment Effective Date, that such obligations, liabilities, guarantee, pledge guarantee and grant continue continues in full force and effect in respect of, and to secure, such the Obligations under the Credit Amended Agreement and the other Credit Loan Documents. In furtherance of the foregoing, the Borrower does hereby grant to the Collateral Agent a security interest in each case after giving effect all collateral described in the Amended Agreement and any other Loan Document as security for the Obligations, as amended, restated, increased and/or extended pursuant to this Ninth Amendment. (ii) The Guarantors hereby (a) agree that, notwithstanding the occurrence of the First Amendment Effective Date, each of the guarantees, the Security Agreement and each of the 2019 Revolving Commitment Increase effected hereby Negative Pledge Agreement, the Mezz DACAs continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (b) confirms its guarantee of the Obligations and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and grant continues in full force and effect in respect of, and to secure, the Obligations under the Amended Agreement and the other transactions contemplated hereby; and (iii) Loan Documents. In furtherance of the foregoing, each Guarantor agrees that nothing does hereby grant to the Collateral Agent a security interest in all collateral described in the Credit Agreement, this Ninth Amendment or Amended Agreement and any other Credit Loan Document shall be deemed as security for the Obligations, as amended, restated, increased and/or extended pursuant to require the consent of such Guarantor to any future amendment to the Credit Agreementthis Amendment.

Reaffirmation. By executing (a) On the Third Incremental Joinder Signing Date and delivering a counterpart hereofthe Third Incremental Joinder Effective Date, each Loan Party (i) each Credit Party hereby agrees that, as reaffirms its guaranty of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Obligations of the Borrower (including, without limitation, the Revolving Credit Exposure with respect to the 2019 Incremental Revolving Credit Commitment) shall be guaranteed pursuant to the Guarantee in accordance with Amended Credit Agreement, (ii) hereby acknowledges that it has reviewed the terms and provisions thereof of this Amendment and shall be secured consents to the amendment of the Existing Credit Agreement effected pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect thereto, the Security Documents (iii) hereby confirms that each Loan Document to which it is a party or is otherwise bound will continue to be in full force and effecteffect as amended by this Amendment and all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment. The execution, (B) agrees thatdelivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Amended Credit Agreement or any of the Ninth Amendment Effective other Loan Documents. (b) On the Third Incremental Joinder Signing Date and after giving effect to this Ninth Amendment the Third Incremental Joinder Effective Date, each Loan Party reaffirms the security interests granted under the terms and the transactions contemplated hereby, all conditions of the Liens Security Documents and agrees that such security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basisand are hereby ratified, reaffirmed and confirmed. Each Loan Party hereby (i) confirms that all Collateral encumbered by the perfected status Loan Documents will continue to secure to the fullest extent possible in accordance with the Loan Documents, the payment and priority performance of each such Lien and the Guaranteed Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest continues in full force and effect continuing Lien on a continuous basisall of such Loan Party’s right, unimpairedtitle and interest in, uninterrupted to and undischargedunder all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for its Obligations under the Credit Documents prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable obligations (including all such obligations as modified hereby) amended, reaffirmed and/or increased pursuant to which it is a party, in each casethis Amendment), to the extent provided inset forth, and subject to the limitations and qualifications set forth interms contained, such Credit in the Loan Documents (as modified hereby) and (Ciii) affirms confirms for the benefit of the Secured Parties that the Liens created by each Loan Party for the benefit of the Secured Parties extend to any new liabilities and confirms all of its obligations and liabilities assumed by each Loan Party under the Amended Credit Agreement and Agreement. (c) It is the intention of each other Credit Document (as modified hereby) to which it is a party, in each case after giving effect to of the parties hereto that neither this Ninth Amendment and nor the transactions contemplated hereby, including its guarantee hereby constitute a novation of the Indebtedness and Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations existing under the Existing Credit Agreement and the other Credit Loan Documents, in each case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Reaffirmation. By executing and delivering a counterpart hereof, : (ia) each Credit Party hereby agrees that, Borrower in its capacity as of the Ninth Amendment Effective Date and such immediately after giving effect to this Ninth Amendment and the transactions contemplated herebyhereby (including the release set forth in Section 2.6 above), hereby affirms and confirms all of its Obligations of under the Borrower Existing Credit Agreement (after giving effect to all repayments and ​ terminations described in Section 2.5 above), the Amended Credit Agreement, and each other Loan Document (including, without limitation, (x) the USD Term A Loans, the USD Revolving Credit Exposure with respect Loans, the USD Swing Line Loans and other Obligations related to the 2019 Incremental USD Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit CommitmentAgreement, and (y) shall be guaranteed the Multicurrency Revolving Loans, the Multicurrency Swing Line Loans and other Obligations related to the Multicurrency Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to the Guarantee in accordance with the terms this Amendment, and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof; (ii) each Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Ninth AmendmentAmendment and the transactions contemplated hereby, as of the Ninth Amendment Effective Date and after giving effect thereto, the that any Security Documents to which it is a party shall continue to be in full force and effecteffect in the manner provided therein, (Bb) agrees that, in the case of each Domestic Guarantor (as of defined in the Ninth Amendment Effective Date and Guaranty) in its capacity as such immediately after giving effect to this Ninth Amendment and the transactions contemplated hereby (including the release set forth in Section 2.6 above), such Domestic Guarantor hereby affirms and confirms all of its Guaranteed Obligations (after giving effect to all repayments and terminations described in Section 2.5 above) under and as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each after giving effect thereto, that any Security Document Documents to which it is a party remain shall continue to be in full force and effect on a continuous basis, in the manner provided therein and (c) in the case of each Foreign Guarantor (as defined in the Guaranty) in its capacity as such immediately after giving effect to this Amendment and the 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 its Obligations under transactions contemplated hereby (including the Credit 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 release set forth inin Section 2.6 above), such Credit Documents (as modified hereby) and (C) Foreign Guarantor hereby affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Credit Document Guaranteed Foreign Obligations (as modified hereby) to which it is a party, in each case after giving effect to all repayments and terminations described in Section 2.5 above) under and as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Ninth Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the after giving effect thereto, that any Security Documents (as modified hereby) to which it is a party shall continue to secure such Obligations, all as provided in the Security Documents (as modified hereby), and acknowledges and agrees that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue be in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Credit Documentsmanner provided therein, in each the case after giving effect to this Ninth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; of clauses (a), (b) and (iiic) each Guarantor agrees that nothing of this paragraph, subject in all respects to Section 12.22 of the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Amended Credit Agreement.