Common use of Reaffirmation Clause in Contracts

Reaffirmation. Each Loan Party consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect to this Amendment and the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms therein.

Reaffirmation. Each of TopCo and the Loan Parties hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Amendment and the transactions contemplated hereby. Each of TopCo and each Loan Party hereby consents to this Amendment and the amendment of the Credit Agreement effected transactions contemplated hereby, and hereby (a) reaffirms and confirms its guarantees, pledges, grants and other commitments and obligations, as applicable, under the Loan Documents to which it is party, (b) affirms and confirms its obligations to indemnify and other commitments and obligations under the Loan Documents to which it is a party, and (c) agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, Amendment and the obligations of such transactions contemplated hereby, (i) the Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document Documents to which it is a party areparty, as amended supplemented and otherwise modified hereby, shall continue to be, be in full force and effect and are hereby ratified (ii) all guarantees, pledges, grants and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests other obligations thereunder shall continue to be in full force and effect after giving effect to this Amendment to secure the Obligations as and shall accrue to the extent provided in benefit of the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect to this Amendment and the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinSecured Parties.

Reaffirmation. Each Loan By signing this Amendment, each Credit Party consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, that notwithstanding the effectiveness of this AmendmentAmendment and the transactions contemplated hereby, the obligations of such Credit Parties under the Amended Credit Agreement and the other Credit Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents, (ii) constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (iii) each Loan 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 Loan Credit Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are is hereby ratified and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty respects and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect according to this Amendment its terms (in the case of the Credit Agreement, as amended hereby). Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinObligations as increased hereby.

Reaffirmation. Each Loan Party consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Third Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Third Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case, as amended by this Third Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms reaffirms (i) its grant to the existing security interests granted in favor of the Collateral Agent Agent, for the benefit ofof the Lenders, among othersof a continuing security interest in and Lien upon the Collateral of such Loan Party, whether now owned or hereafter acquired or arising, and wherever located, all as provided in the Lenders pursuant to Loan Documents, and further acknowledges and agrees that the Loan Documents in continue to secure the Collateral described thereinObligations, which security interests shall continue in full force and effect after as modified pursuant to this Third Amendment, to the same extent as prior to giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents Third Amendment, and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect to this Third Amendment and the obligations under this this Third Amendment constitute “Obligations” included within for the purposes of the Guarantee in accordance with the terms therein.

Reaffirmation. Each Loan Party consents of the Reaffirming Parties, as party to the amendment of the Credit Agreement effected and certain of the Collateral Documents and the other Loan Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby and confirms (i) acknowledges and agrees that, notwithstanding the effectiveness that all of this Amendment, each Loan Document to which such Loan Party is a party is, and the its obligations of such Loan Party contained in under the Credit Agreement, this Amendment or in any the Collateral Documents and the other Loan Document Documents to which it is a party are, are reaffirmed and shall continue to be, remain in full force and effect and are hereby ratified and confirmed in all respectson a continuous basis, in (ii) reaffirms (A) each case, as amended Lien granted by this Amendment. For greater certainty and without limiting it to the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Administrative Agent for the benefit of, among others, of the Lenders Secured Parties and (B) any guaranties made by it pursuant to any Loan Guaranty, (iii) acknowledges and agrees that the Loan Documents grants of security interests by it contained in the Security Agreement and any other Collateral described thereinDocument shall remain, which security interests shall continue in full force and effect after giving effect to the Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the payment of any principal or interest on the Term Loans under the Credit Agreement as amended by this Amendment. Nothing contained in this Amendment to secure shall be construed as substitution or novation of the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations outstanding under the Guaranty Credit Agreement or the other Loan Documents, which shall remain in full force and effect after giving effect effect, except to this Amendment and the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinany extent modified hereby.

Reaffirmation. Each Loan Party consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Fourth Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Fourth Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case, as amended by this Fourth Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms reaffirms (i) the existing security interests granted in favor of its grant to the Collateral Agent Agent, for the benefit ofof the Lenders, among othersof a continuing security interest in and Lien upon the Collateral of such Loan Party, whether now owned or hereafter acquired or arising, and wherever located, all as provided in the Lenders pursuant to Loan Documents, and further acknowledges and agrees that the Loan Documents in continue to secure the Collateral described thereinObligations, which security interests shall continue in full force and effect after as modified pursuant to this Fourth Amendment, to the same extent as prior to giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents Fourth Amendment, and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect to this Fourth Amendment and the obligations under this this Fourth Amendment constitute “Obligations” included within for the purposes of the Guarantee in accordance with the terms therein.

Reaffirmation. Each Loan Party consents to hereby expressly acknowledges the amendment terms of this Amendment and reaffirms, as of the Credit Agreement effected hereby Seventh Amendment Effective Date, and confirms and agrees that, notwithstanding the effectiveness of after giving effect to this Amendment, (i) the covenants, guarantees, pledges, grants of Liens and agreements or other commitments contained in each Loan Document to which it is a party, including, in each case, such covenants, guarantees, pledges, grants of Liens and agreements or other commitments as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (ii) its guarantee of the Secured Obligations under each Guarantee, as applicable, and (iii) its grant and the validity of Liens granted by it on the Collateral to secure the Secured Obligations pursuant to the Security Documents. Each Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, hereby agrees that after giving effect to this Amendment or in any other (A) each Loan Document to which it is a party are, and shall continue to be, be in full force and effect and are hereby ratified (B) all guarantees, pledges, grants of Liens, covenants, agreements and confirmed in all respects, in each case, as amended other commitments by this Amendment. For greater certainty and without limiting the foregoing, each such Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to under the Loan Documents in the Collateral described therein, which security interests shall continue to be in full force and effect after giving effect to this Amendment to secure the Obligations as and shall accrue to the extent provided benefit of the Secured Parties and shall not be affected, impaired or discharged hereby or by the transactions contemplated in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect to this Amendment and the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinAmendment.

Reaffirmation. Each Loan Party consents to the amendment As of the Credit Agreement effected Amendment No. 1 Effective Date, the Borrower hereby and confirms and agrees that, that notwithstanding the effectiveness of this AmendmentAmendment and the transactions contemplated hereby, (i) the obligations of the Borrower under the Amended Credit Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Documents and the other Loan Documents and constitute “Obligations” for purposes of the Amended Credit Agreement, the Security Documents and all other Loan Documents and (ii) each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are is hereby ratified and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty respects and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect according to this Amendment its terms (in the case of the Credit Agreement, as amended hereby). Each Loan Party ratifies and confirms its prior grant and the obligations under this Amendment constitute “validity of all Liens granted pursuant to the Loan Documents and that all Liens granted, 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, are not released or reduced, and continue to secure full payment and performance of the Obligations” included within the Guarantee in accordance with the terms therein.

Reaffirmation. Each Loan Party consents to the amendment of the Credit Loan Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Second Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Loan Agreement, this Second Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case, as amended by this Second Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms reaffirms (i) the existing its grant to Lender of a continuing security interests granted interest in favor of and Lien upon the Collateral Agent for of such Loan Party, whether now owned or hereafter acquired or arising, and wherever located, all as provided in the benefit ofLoan Documents, among others, the Lenders pursuant to and further acknowledges and agrees that the Loan Documents in continue to secure the Collateral described thereinObligations, which security interests shall continue in full force and effect after as modified pursuant to this Second Amendment, to the same extent as prior to giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents Second Amendment, and (ii) its obligations Guaranteed Obligations under the Guaranty Loan Agreement shall remain in full force and effect after giving effect to this Second Amendment and the obligations under this this Second Amendment constitute “Guaranteed Obligations” included within for purposes of the Guarantee Loan Agreement in accordance with the terms therein.

Reaffirmation. Each Loan Party consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of 8.1 By signing this Amendment, each Credit Party hereby confirms that (a) its obligations and liabilities under the Term Loan Document Credit Agreement as modified hereby (including with respect to which such Loan Party is a party is, the 2017 New Term Loans contemplated by this Amendment) and the obligations of such Loan Party contained in the other Credit Agreement, this Amendment or in any other Loan Document Documents to which it is a party remain in full force and effect on a continuous basis after giving effect to this Amendment, (b) the Secured Parties remain entitled to the benefits of the Guaranty and the security interests set forth or created in the Collateral Documents and the other Credit Documents, (c) notwithstanding the effectiveness of the terms hereof, the Collateral Documents and the other Credit Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in respects and (d) each case, as amended by this Amendment. For greater certainty Replacement Term Lenders shall be a “Secured Party” and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor a “Lender” for all purposes of the Collateral Term Loan Credit Agreement and the other Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent for the benefit of, among others, the Lenders by such Person pursuant to the Loan Documents in the Collateral described therein, each Credit Document to which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall it is a party remain in full force and effect after giving effect effect, are not released or reduced, and continue to this Amendment secure full payment and performance of the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinObligations as increased hereby.

Reaffirmation. Each Loan Party hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Loan Party hereby consents to this Agreement and the amendment of the Credit Agreement effected transactions contemplated hereby, and hereby (a) reaffirms and confirms its guarantees, pledges, grants of security interests and other obligations, as applicable, under the Loan Guarantee and each Collateral Document to which it is party, (b) affirms and confirms its obligations to indemnify and other commitments and obligations under the Loan Documents to which it is a party and (c) agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, Agreement and the obligations of such transactions contemplated hereby, (i) the Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Guarantee and each Collateral Document to which it is a party are, and shall continue to be, be in full force and effect and are hereby ratified (ii) all guarantees, pledges, grants and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests other obligations thereunder shall continue to be in full force and effect after giving effect to this Amendment to secure the Obligations as and shall accrue to the extent provided in benefit of the Lender Parties. Each Loan Documents Party hereby confirms and (ii) its agrees that obligations under the Guaranty Restated Credit Agreement shall remain in full force and effect after giving effect to this Amendment and the obligations under this Amendment constitute “Obligations” included within and “Secured Obligations” (or words of similar import) under and as used in the Loan Guarantee in accordance with the terms thereinand each Collateral Document to which it is a party.

Reaffirmation. Each Loan Party consents Subject to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the any limitations on its obligations of such Loan Party contained expressly stated in the Credit Agreement, this Amendment or in any other Loan Document Documents to which it is a party areparty, Holdings, each Borrower and shall continue each other Loan Party, as of the Third Amendment Effective Date, (i) acknowledges and agrees that all of its obligations (including, for the avoidance of doubt, obligations with respect to be, the Incremental Revolver Commitments) under its Guarantee as set out in the Amended ABL Credit Agreement are reaffirmed and remain in full force and effect on a continuous basis as and are hereby ratified and confirmed to the extent provided in all respectsthe Loan Documents, in (ii) reaffirms each case, as amended Lien granted by this Amendment. For greater certainty and without limiting the foregoing, each such Loan Party hereby confirms (i) to the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, of the Lenders Secured Parties (including with respect to the Incremental Revolver Commitments) and (iii) acknowledges and agrees that any grants of security interests by such Loan Party pursuant to the Security Documents, and the Guarantee provided by such Loan Documents Party in the Collateral described thereinAmended ABL Credit Agreement (including in each case with respect to the Incremental Revolver Commitments), which security interests are, and shall continue remain, in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its Documents. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Guaranty Existing ABL Credit Agreement or the other Loan Documents, which shall remain in full force and effect after giving effect effect, except to this Amendment and the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinany extent modified hereby.

Reaffirmation. Each Loan Party consents to the amendment As of the Credit Agreement effected Amendment No. 2 Effective Date, the Borrower and each Guarantor hereby and confirms and agrees that, that notwithstanding the effectiveness of this AmendmentAmendment and the transactions contemplated hereby, (i) the obligations of the Borrower and each Guarantor under the Amended Credit Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Documents and the other Loan Documents and constitute “Obligations” for purposes of the Amended Credit Agreement, the Security Documents and all other Loan Documents and (ii) each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are is hereby ratified and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty respects and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect according to this Amendment its terms (in the case of the Credit Agreement, as amended hereby). Each Loan Party ratifies and confirms its prior grant and the obligations under this Amendment constitute “validity of all Liens granted pursuant to the Loan Documents and that all Liens granted, 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, are not released or reduced, and continue to secure full payment and performance of the Obligations” included within the Guarantee in accordance with the terms therein.

Reaffirmation. Each Loan Note Party party hereto hereby (i) consents to the amendment of the Credit Existing Note Purchase Agreement effected hereby and confirms hereby, (ii) acknowledges and agrees thatthat all of its obligations under the Existing Note Purchase Agreement, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, Collateral Documents and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document Note Documents to which it is a party are, are reaffirmed and shall continue to be, remain in full force and effect on a continuous basis and are hereby ratified and confirmed in all respects, in each case, case as amended by this Amendment. For greater certainty and without limiting the foregoing, (iii) reaffirms (A) each Loan Party hereby confirms (i) the existing security interests Lien granted in favor of by it to the Collateral Agent for the benefit of, among others, of the Lenders Secured Parties and (B) any guarantees made by it pursuant to the Loan Documents Guaranty, (iv) acknowledges and agrees that the grants of security interests by it contained in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect and continue to secure the obligations of the Note Parties under the Amended Note Purchase Agreement and (v) agrees that the Obligations include, among other things and without limitation, the payment of any principal or interest on the Third Amendment Notes. Nothing contained in this Amendment and shall be construed as substitution or novation of the obligations outstanding under this Amendment constitute “Obligations” included within the Guarantee Existing Note Purchase Agreement or the other Note Documents, which shall remain in accordance with the terms thereinfull force and effect, except to any extent modified hereby.

Reaffirmation. Each of the Loan Parties (which, for purposes of this Section 21, shall exclude TopCo) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Amendment and the transactions contemplated hereby. Each Loan Party hereby consents to this Amendment and the amendment of the Credit Agreement effected transactions contemplated hereby, and hereby (a) reaffirms and confirms its guarantees, pledges, grants and other commitments and obligations, as applicable, under the Loan Documents to which it is party, (b) affirms and confirms its obligations to indemnify and other commitments and obligations under the Loan Documents to which it is a party, and (c) agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, Amendment and the obligations of such transactions contemplated hereby, (i) the Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document Documents to which it is a party areparty, as amended supplemented and otherwise modified hereby, shall continue to be, be in full force and effect and are hereby ratified (ii) all guarantees, pledges, grants and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests other obligations thereunder shall continue to be in full force and effect after giving effect to this Amendment to secure the Obligations as and shall accrue to the extent provided in benefit of the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect to this Amendment and the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinSecured Parties.

Reaffirmation. Each Loan Party consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Seventh Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Seventh Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case, as amended by this Seventh Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms reaffirms (i) the existing security interests granted in favor of its grant to the Collateral Agent Agent, for the benefit ofof the Lenders, among othersof a continuing security interest in and Lien upon the Collateral of such Loan Party, whether now owned or hereafter acquired or arising, and wherever located, all as provided in the Lenders pursuant to Loan Documents, and further acknowledges and agrees that the Loan Documents in continue to secure the Collateral described thereinObligations, which security interests shall continue in full force and effect after as modified pursuant to this Seventh Amendment, to the same extent as prior to giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents Seventh Amendment, and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect to this Seventh Amendment and the obligations under this this Seventh Amendment constitute “Obligations” included within for the purposes of the Guarantee in accordance with the terms therein.

Reaffirmation. Each By signing this Agreement, each Credit Party hereby confirms that (a) its obligations and liabilities under the Term Loan Party consents Credit Agreement as modified hereby (including with respect to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of Incremental Term Loans contemplated by this Amendment, each Loan Document to which such Loan Party is a party is, Agreement) and the obligations of such Loan Party contained in the other Credit Agreement, this Amendment or in any other Loan Document Documents to which it is a party remain in full force and effect on a continuous basis after giving effect to this Agreement, (b) the Secured Parties remain entitled to the benefits of the Guaranty and the security interests set forth or created in the Collateral Documents and the other Credit Documents, (c) notwithstanding the effectiveness of the terms hereof, the Collateral Documents and the other Credit Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in respects and (d) each case, as amended by this Amendment. For greater certainty Incremental Term Lender shall be a “Secured Party” and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor a “Lender” for all purposes of the Collateral Term Loan Credit Agreement and the other Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent for the benefit of, among others, the Lenders by such Person pursuant to the Loan Documents in the Collateral described therein, each Credit Document to which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall it is a party remain in full force and effect after giving effect effect, are not released or reduced, and continue to this Amendment secure full payment and performance of the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinObligations as increased hereby.

Reaffirmation. Each Loan Party consents to the amendment of the Credit Loan Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Third Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Loan Agreement, this Third Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case, as amended by this Third Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms reaffirms (i) the existing its grant to Lender of a continuing security interests granted interest in favor of and Lien upon the Collateral Agent for of such Loan Party, whether now owned or hereafter acquired or arising, and wherever located, all as provided in the benefit ofLoan Documents, among others, the Lenders pursuant to and further acknowledges and agrees that the Loan Documents in continue to secure the Collateral described thereinObligations, which security interests shall continue in full force and effect after as modified pursuant to this Third Amendment, to the same extent as prior to giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents Third Amendment, and (ii) its obligations Guaranteed Obligations under the Guaranty Loan Agreement shall remain in full force and effect after giving effect to this Third Amendment and the obligations under this this Third Amendment constitute “Guaranteed Obligations” included within for purposes of the Guarantee Loan Agreement in accordance with the terms therein.

Reaffirmation. Each By signing this Agreement, each Loan Party consents and each Pledgor hereby confirms that this Agreement shall not effect a novation of any of the obligations of the Loan Parties under the Existing Credit Agreement, which obligations continue in full force and effect as set forth in the Second Amended Credit Agreement, and each Loan Party and each Pledgor acknowledges and confirms that the obligations of the Loan Parties under the Existing Credit Agreement as modified or supplemented hereby (including with respect to the amendment Revolving Loans contemplated by this Agreement) and the other Loan Documents (i) are entitled to the benefits of the guarantees, pledge of and/or grant of the security interests set forth or created in the Collateral Documents and the other Loan Documents, (ii) constitute “Obligations” and “Secured Obligations” or other similar term for purposes of the Second Amended Credit Agreement effected hereby Agreement, the Collateral Documents and confirms and agrees thatall other Loan Documents, (iii) notwithstanding the effectiveness of this Amendmentthe terms hereof, each Loan Document to which such Loan Party is a party is, the Collateral Documents and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect to this Amendment and the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms therein.

Reaffirmation. Each Loan Party consents to the amendment of the Credit Agreement effected hereby and confirms and agrees thatParty, notwithstanding the effectiveness of this Amendmentas debtor, each Loan Document to grantor, pledgor, guarantor, assignor, or in other similar capacities in which such Loan Party is a party isgrants Liens in its properties or otherwise acts as accommodation party, guarantor or indemnitor, as the case may be, in any case under the Loan Documents, hereby (i) acknowledges, ratifies and confirms that all Obligations constitute valid and existing “Obligations” under the Loan Agreement (as amended by this Amendment), and the obligations of such (ii) ratifies and confirms that (x) all Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document Documents to which it is a party areand (y) its respective guarantees, pledges, grants of Liens and shall continue other similar rights or obligations, as applicable, under each of the Loan Documents to be, in full force and effect and are hereby ratified and confirmed in all respectswhich it is party, in each case, as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect the effectiveness of this Amendment. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that any reference to this Amendment and the obligations under this Amendment constitute “Obligations” included within contained in any Loan Documents shall include, without limitation, the Guarantee “Obligations” as such term is defined in accordance with the terms thereinLoan Agreement (as amended by this Amendment) and (B) that the related guarantees and grants of security contained in such Loan Documents shall include and extend to such Obligations.

Reaffirmation. Each of the Loan Parties hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Amendment and the transactions contemplated hereby. Each Loan Party hereby consents to this Amendment and the amendment of the Credit Agreement effected transactions contemplated hereby, and hereby (a) reaffirms and confirms its guarantees, pledges, grants and other commitments and obligations, as applicable, under the Loan Documents to which it is party, (b) affirms and confirms its obligations to indemnify and other commitments and obligations under the Loan Documents to which it is a party, and (c) agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, Amendment and the obligations of such transactions contemplated hereby, (i) the Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document Documents to which it is a party areparty, as amended supplemented and otherwise modified hereby, shall continue to be, be in full force and effect and are hereby ratified (ii) all guarantees, pledges, grants and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests other obligations thereunder shall continue to be in full force and effect after giving effect to this Amendment to secure the Obligations as and shall accrue to the extent provided in benefit of the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect to this Amendment and the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinSecured Parties.

Reaffirmation. Each Loan Party hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions hereof and consents to the amendment of the Credit Agreement effected hereby terms and confirms and agrees that, notwithstanding the effectiveness conditions of this Amendment, each Loan Document to which such Amendment and the transactions contemplated hereby. Each Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other hereby (a) agrees that (i) each Loan Document to which it is a party are, and shall continue to be, be in full force and effect and are hereby ratified (ii) all guarantees under the Guaranty and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty grants and without limiting pledges under the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests Security Agreement shall continue to be in full force and effect after giving effect to this Amendment to secure the Obligations as and shall accrue to the extent provided in benefit of the Loan Documents Lenders, (b) affirms and (ii) its obligations confirms that all Liens and security interests granted to the Administrative Agent for the benefit of the Secured Parties under the Guaranty Agreement shall Collateral Documents remain in full force and effect after giving effect and shall continue to secure the Secured Obligations (as defined in the Security Agreement) with the same priority, and the validity, perfection, enforceability or priority of such Liens will not be impaired by this Amendment, and (c) acknowledges and accepts that the Lenders’ agreement to the terms of this Amendment and or any other amendment of the obligations under this Amendment constitute “Obligations” included within Existing Credit Agreement or any other Loan Document shall not be deemed to establish or create a custom or course of dealing between the Guarantee in accordance with Borrower or any other Loan Party or the terms thereinLenders, or any of them.

Reaffirmation. Each Loan Party hereby consents to the amendment of the Credit Agreement effected this Amendment and hereby (a) reaffirms and confirms its guarantees, pledges, grants of security interests and other obligations, as applicable, under the Loan Guarantee and each Collateral Document to which it is party, (b) affirms and confirms its obligations to indemnify and other commitments and obligations under the Loan Documents to which it is a party and (c) agrees that, notwithstanding the effectiveness of this Amendment, (i) the Loan Guarantee and each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Collateral Document to which it is a party are, and shall continue to be, be in full force and effect and are hereby ratified (ii) all guarantees, pledges, grants and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests other obligations thereunder shall continue to be in full force and effect after giving effect to this Amendment to secure the Obligations as and shall accrue to the extent provided in benefit of the Lender Parties. Each Loan Documents Party hereby confirms and (ii) its agrees that obligations under the Guaranty Credit Agreement shall remain in full force and effect after giving effect to this Amendment and the obligations under this Amendment constitute “Obligations” included within and “Secured Obligations” (or words of similar import) under and as used in the Loan Guarantee in accordance with the terms thereinand each Collateral Document to which it is a party.

Reaffirmation. Each Loan Party consents to the amendment of the Credit Loan Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this First Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Loan Agreement, this First Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case, as amended by this First Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms reaffirms (i) the existing its grant to Lender of a continuing security interests granted interest in favor of and Lien upon the Collateral Agent for of such Loan Party, whether now owned or hereafter acquired or arising, and wherever located, all as provided in the benefit ofLoan Documents, among others, the Lenders pursuant to and further acknowledges and agrees that the Loan Documents in continue to secure the Collateral described thereinObligations, which security interests shall continue in full force and effect after as modified pursuant to this First Amendment, to the same extent as prior to giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents First Amendment, and (ii) its obligations Guaranteed Obligations under the Guaranty Loan Agreement shall remain in full force and effect after giving effect to this First Amendment and the obligations under this this First Amendment constitute “Guaranteed Obligations” included within for purposes of the Guarantee Loan Agreement in accordance with the terms therein.

Reaffirmation. Each Loan Note Party party hereto hereby (i) consents to the amendment of the Credit Existing Note Purchase Agreement effected hereby and confirms hereby, (ii) acknowledges and agrees thatthat all of its obligations under the Existing Note Purchase Agreement, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, Collateral Documents and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document Note Documents to which it is a party are, are reaffirmed and shall continue to be, remain in full force and effect on a continuous basis and are hereby ratified and confirmed in all respects, in each case, case as amended by this Amendment. For greater certainty and without limiting the foregoing, (iii) reaffirms (A) each Loan Party hereby confirms (i) the existing security interests Lien granted in favor of by it to the Collateral Agent for the benefit of, among others, of the Lenders Secured Parties and (B) any guaranties made by it pursuant to the Loan Documents Guaranty, (iv) acknowledges and agrees that the grants of security interests by it contained in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect and continue to secure the obligations of the Note Parties under the Amended Note Purchase Agreement and (v) agrees that the Obligations include, among other things and without limitation, the payment of any principal or interest on the Second Amendment Delayed Draw Notes. Nothing contained in this Amendment and shall be construed as substitution or novation of the obligations outstanding under this Amendment constitute “Obligations” included within the Guarantee Existing Note Purchase Agreement or the other Note Documents, which shall remain in accordance with the terms thereinfull force and effect, except to any extent modified hereby.

Reaffirmation. (a) Each Loan Party hereby consents to the amendment execution, delivery and performance of this Amendment and agrees that each reference to the Credit Agreement effected in the Loan Documents shall, on and after the First Amendment Effective Date, be deemed to be a reference to the Credit Agreement as amended by this Amendment. (b) Each Loan Party hereby and confirms acknowledges and agrees that, notwithstanding the effectiveness of after giving effect to this Amendment, each all of its respective obligations and liabilities under the Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document Documents to which it is a party areare reaffirmed, and shall continue to be, remain in full force and effect. (c) After giving effect and are hereby ratified and confirmed in all respects, in each case, as amended by to this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms (i) reaffirms each Lien granted by it to the existing security interests granted in favor of the Collateral Administrative Agent for the benefit of, among others, of the Lenders pursuant to Secured Parties under each of the Loan Documents in the Collateral described thereinto which it is a party, which security interests Liens shall continue in full force and effect after giving effect to during the term of the Credit Agreement as amended by this Amendment Amendment, and shall continue to secure the Obligations as Secured Obligations, in each case, on and subject to the extent provided terms and conditions set forth in the Loan Documents and (ii) its obligations under the Guaranty Credit Agreement shall remain in full force and effect after giving effect to as amended by this Amendment and the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinAmendment.

Reaffirmation. Each Loan Party consents (including, for the avoidance of doubt, Gates Corporation in its capacity as a Subsidiary Guarantor immediately prior to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment) hereby expressly acknowledges the terms of this Amendment and reaffirms, each Loan Document to which such Loan Party is a party isas of the date hereof, (i) the covenants and the obligations of such Loan Party agreements contained in the Credit Agreement, this Amendment or in any other each Loan Document to which it is a party areparty, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respectsincluding, in each case, such covenants and agreements as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (ii) its guarantee of the Obligations under each Guaranty, as applicable, (iii) its prior grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents and (iv) agrees that (x) each Collateral Document to which it is a party shall continue to be in full force and effect, after giving effect to this Amendment and (y) all guarantees, Liens, pledges, grants and other obligations under the Loan Documents shall continue to be in full force and effect and shall secure the Obligations after giving effect to this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinAmendment.

Reaffirmation. Each Loan Note Party party hereto hereby (i) consents to the amendment of the Credit Existing Note Purchase Agreement effected hereby and confirms hereby, (ii) acknowledges and agrees thatthat all of its obligations under the Existing Note Purchase Agreement, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, Collateral Documents and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document Note Documents to which it is a party are, are reaffirmed and shall continue to be, remain in full force and effect on a continuous basis and are hereby ratified and confirmed in all respects, in each case, case as amended by this Amendment. For greater certainty and without limiting the foregoing, (iii) reaffirms (A) each Loan Party hereby confirms (i) the existing security interests Lien granted in favor of by it to the Collateral Agent for the benefit of, among others, of the Lenders Secured Parties and (B) any guarantees made by it pursuant to the Loan Documents Guaranty, (iv) acknowledges and agrees that the grants of security interests by it contained in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect and continue to secure the obligations of the Note Parties under the Amended Note Purchase Agreement and (v) agrees that the Obligations include, among other things and without limitation, the payment of any principal or interest on the Fourth Amendment Notes. Nothing contained in this Amendment and shall be construed as substitution or novation of the obligations outstanding under this Amendment constitute “Obligations” included within the Guarantee Existing Note Purchase Agreement or the other Note Documents, which shall remain in accordance with the terms thereinfull force and effect, except to any extent modified hereby.

Reaffirmation. Each Loan By signing this Amendment, each Credit Party consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, that notwithstanding the effectiveness of this AmendmentAmendment and the transactions contemplated hereby, the obligations of such Credit Parties under the Amended Credit Agreement and the other Loan Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Collateral Documents and the other Loan Documents, (ii) constitute “Guarantee Obligations” and “Obligations” for purposes of the Amended 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 Loan Credit Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are is hereby ratified and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty respects and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect according to this Amendment its terms (in the case of the Credit Agreement, as amended hereby). Each Credit Party ratifies and confirms that all Liens granted, 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, are not released or reduced, and continue to secure full payment and performance of the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinObligations as increased hereby.

Reaffirmation. Each Loan Party consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of By signing this Amendment, each Credit Party hereby confirms that (a) its obligations and liabilities under the Term Loan Document Credit Agreement as modified hereby (including with respect to which such Loan Party is a party is, the Term B Loans contemplated by this Amendment) and the obligations of such Loan Party contained in the other Credit Agreement, this Amendment or in any other Loan Document Documents to which it is a party remain in full force and effect on a continuous basis after giving effect to this Amendment, (b) the Secured Parties remain entitled to the benefits of the Guaranty and the security interests set forth or created in the Collateral Documents and the other Credit Documents, (c) notwithstanding the effectiveness of the terms hereof, the Collateral Documents and the other Credit Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty respects and without limiting the foregoing, each Loan Party hereby confirms (id) the existing security interests granted in favor Additional Term B Lender shall be a “Secured Party” and a “Lender” for all purposes of the Collateral Term Loan Credit Agreement and the other Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent for the benefit of, among others, the Lenders by such Person pursuant to the Loan Documents in the Collateral described therein, each Credit Document to which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall it is a party remain in full force and effect after giving effect effect, are not released or reduced, and continue to this Amendment secure full payment and performance of the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinObligations as increased hereby.

Reaffirmation. Each Loan By signing this Amendment, each Credit Party consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, that (a) notwithstanding the effectiveness of this AmendmentAmendment and the transactions contemplated hereby, the obligations of such Credit Parties under the Amended Credit Agreement and the other Credit Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents, (ii) constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (iii) each Loan 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 Loan Credit Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are is hereby ratified and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty respects and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect according to this Amendment its terms (in the case of the Credit Agreement, as amended hereby). Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinObligations as increased hereby.

Reaffirmation. Each of the Loan Party consents Parties party to the amendment of Loan Agreement and the Credit Agreement effected other Loan Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby and confirms (i) acknowledges and agrees that, notwithstanding that all of its obligations under the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document Documents to which it is a party are, are reaffirmed and shall continue to be, remain in full force and effect and are hereby ratified and confirmed in all respectson a continuous basis, in (ii) reaffirms each case, as amended Lien granted by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms (i) the existing security interests granted in favor of the to Collateral Agent for the benefit of, among others, of the Lenders Secured Parties and reaffirms the guaranties made pursuant to the Existing Loan Agreement, (iii) acknowledges and agrees that the grants of security interests by and the guaranties of the Loan Parties contained in the Existing Loan Agreement and the other Loan Documents in the Collateral described therein(as applicable) are, which security interests and shall continue remain, in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents Second Amendment, and (iiiv) its obligations agrees that the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Loans under the Guaranty Existing Loan Agreement (as amended by this Second Amendment). Nothing herein contained shall be construed as nor is intended by the parties to be, or shall be, construed as a substitution or novation of the instruments, documents and agreements securing the Secured Obligations, which shall each remain in full force and effect after giving effect to this Amendment and the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereineffect.

Reaffirmation. (a) Each Loan Party of the Reaffirming Parties hereby consents to the amendment Amendment and Restatement Agreement and hereby confirms its respective guarantees, pledges and grants of security interests, as applicable, under each of the Credit Agreement effected hereby and confirms and agrees thatLoan Documents (including, notwithstanding for the effectiveness avoidance of this Amendmentdoubt, each the Patent Security Agreement, dated as of January 18, 2005, among Holdings, the Borrower, the Subsidiary Loan Document to which such Loan Party is a party isParties, and JPMCB in its capacity as the obligations of such Loan Party contained Collateral Agent), as amended and restated (if applicable) in accordance with the Credit Amendment and Restatement Agreement, this Amendment or in any other Loan Document to which it is a party areparty, and agrees that notwithstanding the effectiveness of the Amendment and Restatement Agreement, such guarantees, pledges and grants of security interests shall continue to be, be in full force and effect and are hereby ratified shall accrue to the benefit of the Lenders and confirmed in all respects, in each case, as amended by this Amendment. For greater certainty the other Secured Parties under the Amended and without limiting Restated Credit Agreement. (b) Each of the foregoing, each Loan Party Reaffirming Parties hereby confirms and agrees that the Term Loans and the Revolving Loans constitute, and any Incremental Term Loans (iif made) the existing security interests granted in favor shall constitute, Obligations under each of the Collateral Agent for the benefit of, among others, the Lenders pursuant to the Loan Documents in the Collateral described therein, which security interests shall continue in full force and effect after giving effect to this Amendment to secure the Obligations as and to the extent provided in the Loan Documents and (ii) its obligations under the Guaranty Agreement shall remain in full force and effect after giving effect to this Amendment and the obligations under this Amendment constitute “Obligations” included within the Guarantee in accordance with the terms thereinDocuments.