Common use of Reaffirmations Clause in Contracts

Reaffirmations. (a) Each Credit Party, subject to the terms and limits contained in the Amended DIP Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement) pursuant to the Guarantee and Collateral Agreement and other Security Documents. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby confirms that each Credit Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. (b) Each Credit Party hereby (i) confirms that each Credit Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents the payment and performance of the Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement), subject to the terms contained in the applicable Credit Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Document to which it is a party.

Reaffirmations. (a) Each Credit Loan Party, subject to the terms and limits contained in the Amended DIP Credit Agreement and in the Security other Loan Documents, reaffirms its guaranty Guaranty of the Guaranteed Obligations (including all such Guaranteed Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreementthis Amendment) pursuant to the Guarantee and Collateral Agreement and other Security DocumentsAmended Credit Agreement. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement Amendment and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this AgreementAmendment. Each Credit Loan Party hereby confirms that each Credit Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement Amendment and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this AgreementAmendment. (b) Each Credit Loan Party hereby (i) confirms that each Credit Collateral Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents provided thereunder, the payment and performance of the ObligationsSecured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to the Amended Credit Agreement) in accordance with the terms thereof, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Loan Party’s right, title and interest in, to and under all Collateral, the applicable 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 the Amended DIP Credit Agreement), subject to accordance with the terms contained in the applicable Credit Documents thereof and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Loan Document to which it is a party.

Reaffirmations. (a) Each Credit Loan Party, subject to the terms and limits contained in the Amended DIP Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement) pursuant to the Guarantee and Collateral Agreement and other Security Documents. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby confirms that each Credit Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. (b) Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of the Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement), subject to the terms contained in the applicable Credit Loan Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Loan Document to which it is a party.

Reaffirmations. (a) Each Credit Loan Party, subject to the terms and limits contained in the Amended DIP Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement) pursuant to the Guarantee and Collateral Agreement and other Security Documents. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement Amendment and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this AgreementAmendment. Each Credit Loan Party hereby confirms that each Credit Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement Amendment and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this AgreementAmendment. (b) Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents Loan Documents, the payment and performance of the Obligations, as the case may be, (ii) confirms its respective grant to the Collateral Administrative Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit AgreementAgreement (as defined below)), subject to the terms contained in the applicable Credit Loan Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Document of the Loan Documents to which it is a party.

Reaffirmations. In consideration of the Lender’s agreements hereunder, each of the Obligor hereby agrees, acknowledges and reaffirms that: (a) Each Credit PartyThe Loan Agreements, subject to Notes, the terms other Loan Documents (including, without limitation, the Guaranty) and limits contained in the Amended DIP Credit Agreement Obligations constitute valid and in the Security Documents, reaffirms its guaranty legally binding obligations of the Obligors. The Loan Agreements, Notes, the Loan Documents (including, without limitation, the Guaranty) and the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to are valid enforceable against the Amended DIP Credit Agreement) pursuant to the Guarantee Obligors and Collateral Agreement and other Security Documents. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby confirms that each Credit Document to which it is a party or is otherwise bound will continue to be remain in full force and effect in accordance with their terms, or at law or in equity, as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreementcase may be. (b) Each Credit Party hereby Except as expressly set forth herein, each of Obligors (i1) confirms acknowledges and agrees that each Credit Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents the payment and performance of the Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Party’s right, title and interest in, to and obligations under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement), subject to the terms contained in the applicable Credit Documents and (iii) confirms its other pledges, other grants of security interests and other obligationsGuaranty, as applicable, shall not be released, discharged, reduced or otherwise affected by reason of this Agreement and (2) hereby ratifies and confirms all of its respective obligations under the Guarantys, as applicable, after giving effect to this Agreement; (c) Except as expressly set forth herein, neither this Agreement nor any other documents, agreements or instruments described herein are deemed or construed to be a satisfaction, reinstatement, novation or release of the Indebtedness, the Loan Agreements, Notes or the other Loan Documents or a waiver by Lender of (i) the Default, including, without limitation, the acknowledgement and subject to agreement of the parties hereto that the Obligations are, and have been since the occurrence of the Default, immediately due and payable according the terms of the Loan Agreements, Notes and/or the other Loan Documents or (ii) the rights and remedies of Lender under the Loan Agreements, Notes or any of the other Loan Documents, or at law or in equity, as the case may be; and (d) Obligors have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever (1) with respect to the Indebtedness, the Loan Agreements, Notes, any of the other Loan Documents, any other transactions between any Obligor and Lender, or with respect to any other documents, agreements or instruments now or heretofore evidencing, securing or in any way relating to the Obligation, or (2) with respect to the administration or funding by Lender of any Loans or other transactions that gave rise to any of Obligation or any other loans of any Obligor, or any of the property or assets of any Obligor; and each Credit Document Obligor hereby expressly waives, releases and relinquishes any and all such defenses, setoffs, claims, counterclaims and causes of action existing as of the date of this Agreement, or with respect to which it is a partythe negotiation or execution of this Agreement or related agreements. (e) Each Obligor hereby acknowledges and reaffirms that Lender has and shall continue to have valid and secured duly perfected, first priority liens in and to the Collateral, as set forth in the Loan Agreements, Notes and the other Loan Documents as to all of the Obligations.

Reaffirmations. Each of the Borrower, the U.S. Borrower and the Additional Grantors, as applicable, (a) Each Credit Party, subject to agrees that the terms and limits contained in transactions contemplated by this Amendment shall not limit or diminish the Amended DIP Credit Agreement and in the Security Documents, reaffirms its guaranty obligations of the Obligations (including all Borrower, the U.S. Borrower and such Obligations as amendedAdditional Grantor under, reaffirmed and/or increased pursuant to or release the Amended DIP Borrower, the U.S. Borrower or such Additional Grantor from any obligations under, the Credit Agreement) pursuant to , the Guarantee and Subsidiary Guaranty Agreement, the Collateral Agreement and each other Security Documents. Each Document to which it is a party, (b) confirms and reaffirms its obligations under the Credit Party hereby acknowledges that it has reviewed Agreement, the terms and provisions of this Subsidiary Guaranty Agreement, the Collateral Agreement and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby confirms that each Credit other Security Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this (c) agrees that the Credit Agreement, the Subsidiary Guaranty Agreement, the Collateral Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. (b) Each Credit Party hereby (i) confirms that each Credit other Security Document to which it is a party or is otherwise bound remain in full force and all Collateral encumbered thereby will continue to secure effect and are hereby ratified and confirmed. In furtherance of the reaffirmations set forth in this Section 6, each of the Borrower and the Additional Grantors, as applicable, hereby grants to the fullest extent possible in accordance with the Credit Documents the payment and performance of the ObligationsAdministrative Agent, (ii) confirms its respective grant to the Collateral Agent for the ratable benefit of itself and the Secured Parties of the Lenders, a security interest in and continuing Lien on all of such Credit Party’s right, title and interest in, to all Collateral and under all Collateralproceeds thereof as security for the Obligations, in each case whether now owned or existing or hereafter acquired or arising subject to any applicable terms and wherever located, as collateral security for conditions set forth in 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 the Amended DIP Credit Agreement), subject to the terms contained in Subsidiary Guaranty Agreement, the applicable Credit Documents Collateral Agreement and (iii) confirms its each other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Security Document to which it is a party. The parties hereto acknowledge and agree that each reference in this Paragraph 6 to “Security Document” or “Security Documents” shall include, without limitation, that certain parent guaranty agreement dated as of January 19, 2007 and executed by the Parent Grantor in favor of the Administrative Agent.

Reaffirmations. (a) Each Credit Loan Party, subject to the terms and limits contained in the Amended DIP Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement) pursuant to the Guarantee and Collateral Agreement and other Security Documents. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement Amendment and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this AgreementAmendment. Each Credit Loan Party hereby confirms that each Credit Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement Amendment and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this AgreementAmendment or the incurrence of the New Tranche B-1 Term Loans and the New Tranche B-2 Term Loans. (b) Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents Loan Documents, the payment and performance of the Obligations, as the case may be, (ii) confirms its respective grant to the Collateral Administrative Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement), subject to the terms contained in the applicable Credit Documents and Loan Documents, (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Document of the Loan Documents to which it is a party, and (iv) acknowledges that the Lenders providing New Tranche B-1 Term Loans and New Tranche B-2 Term Loans on the date hereof are “Lenders” and “Secured Parties” for all purposes under the Loan Documents.

Reaffirmations. (a) Each Credit Loan Party, subject to the terms and limits contained in the Amended DIP Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement) pursuant to the Guarantee and Collateral Agreement and other Security DocumentsAgreement. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the Existing DIP Credit Agreement and the Guarantee and Collateral Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby confirms that each Credit Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. (b) Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents Loan Documents, the payment and performance of the Obligations, as the case may be, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit AgreementAgreement (as defined below)), subject to the terms contained in the applicable Credit Loan Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Loan Document to which it is a party.

Reaffirmations. As of the Amendment Effective Date, each Loan Party: (a) Each Credit Partyagrees that the transactions contemplated by this Amendment shall not limit or diminish the obligations of such Person under, subject to or release such Person from any obligations under, the terms and limits contained in the Amended DIP Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amendedthe Guaranty), reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement) pursuant to the Guarantee and Collateral Agreement and each other Security Documents. Each Loan Document to which it is a party, and the Credit Party hereby acknowledges that it has reviewed Agreement (including the terms and provisions of this Guaranty), the Collateral Agreement and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby confirms that each Credit other Loan Document to which it is a party or is otherwise bound will continue to be remain in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement.are hereby ratified and confirmed; (b) Each Credit Party hereby (i) confirms affirms that each Credit Document of the guarantees made pursuant to the Loan Documents (including, without limitation, the Guaranty and the Foreign Security Agreements listed on Schedule B attached hereto) are valid and subsisting and continue in full force and effect upon the Amendment Effective Date to secure the Obligations, Foreign Obligations and Secured Obligations (as defined in each applicable Loan Document), as applicable, and agrees that this Amendment and all documents executed in connection therewith do not operate to reduce or discharge its obligations under the Loan Documents and shall in no manner otherwise impair or otherwise adversely affect any of the guarantees made in or pursuant to the Loan Documents to which it is a party; (c) affirms that each of the Liens and pledges granted in or pursuant to the Loan Documents (including, without limitation, the Foreign Security Agreements listed on Schedule B attached hereto and the other Collateral Documents) to which it is party or is otherwise bound are valid and all Collateral encumbered thereby will subsisting and continue in full force and effect upon the Amendment Effective Date to secure to the fullest extent possible in accordance with the Credit Documents the payment and performance of the Obligations, Foreign Obligations and Secured Obligations (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Party’s right, title and interest in, to and under all Collateral, as defined 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 the Amended DIP Credit AgreementLoan Document), subject to the terms contained in the applicable Credit Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, and agrees that this Amendment and all documents executed in connection therewith do not operate to reduce or discharge its obligations under the Loan Documents and subject shall in no manner otherwise impair or otherwise adversely affect any of the Liens and pledges granted in or pursuant to the terms of each Credit Document Loan Documents to which it is a party; and (d) agrees to, and agrees to cause each of its respective Subsidiaries to, execute any and all further documents, amendments, agreements and instruments, and to take all such further actions as the Administrative Agent may reasonably request, to effectuate the transactions contemplated by the Credit Agreement, or the other Loan Documents (including, without limitation, the Foreign Security Agreements and the other Collateral Documents) to which it is party and to preserve each of the guarantees made pursuant to the Loan Documents and grant, preserve, protect or perfect the Liens and security interests created by the Collateral Documents or the validity or priority of such Lien.

Reaffirmations. (a) a. Each Credit Loan Party, subject to the terms and limits contained in the Amended DIP Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement) pursuant to the Guarantee and Collateral Agreement and other Security Documents. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby confirms that each Credit Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. (b) b. Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents Loan Documents, the payment and performance of the Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement), subject to the terms contained in the applicable Credit Loan Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Loan Document to which it is a party.

Reaffirmations. (a) The Borrower hereby (i) agrees that, except as expressly provided herein, this Amendment shall not limit or diminish the obligations of the Borrower under the Loan Agreement or any other Loan Document, (ii) reaffirms its obligations under the Loan Agreement (as expressly modified hereby) and each of the Loan Documents to which it is a party, (iii) agrees that the Loan Agreement (as expressly modified hereby) and each such Loan Document (including, without limitation, the Security Agreement) remains in full force and effect and is hereby ratified and confirmed, and (iv) acknowledges and agrees that as of the date hereof it has no defense, offset, counterclaim, cross-claim, or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of the Borrower’s liability to repay the Obligations or to seek affirmative relief or damages of any kind or nature from any Secured Party. (b) Each Credit Party, subject to Guarantor (i) reaffirms its obligations under the terms and limits contained in the Amended DIP Credit Security Agreement and in each of the other Loan Documents to which it is a party, (ii) acknowledges and agrees that the Security Documents, reaffirms its guaranty Agreement and each of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement) pursuant to the Guarantee and Collateral Agreement and other Security Documents. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby confirms that each Credit Document Loan Documents to which it is a party or is otherwise bound will is, and shall continue to be be, in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. (b) Each Credit Party hereby (i) confirms that each Credit Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents the payment and performance of the Obligationseffect, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement), subject to the terms contained in the applicable Credit Documents and (iii) confirms its other pledgesacknowledges and agrees that all sums previously and now or hereafter advanced for, other grants or on behalf, of security interests the Borrower under the Loan Agreement shall constitute part of the Obligations guaranteed by the Guarantors in the Security Agreement, and other obligations(iv) acknowledges and agrees that as of the date hereof it has no defense, as applicableoffset, under and subject counterclaim, cross-claim, or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of the terms Obligations guaranteed by the Guarantors in the Security Agreement or to seek affirmative relief or damages of each Credit Document to which it is a partyany kind or nature from any Secured Party.

Reaffirmations. (a) a. Each Credit Loan Party, subject to the terms and limits contained in the Amended DIP Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement) pursuant to the Guarantee and Collateral Agreement and other Security Documents. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby confirms that each Credit Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. (b) b. Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents Loan Documents, the payment and performance of the Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement), subject to the terms contained in the applicable Credit Loan Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Loan Document to which it is a party.

Reaffirmations. (a) Each Credit Loan Party, subject to the terms and limits contained in the Amended DIP Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement) pursuant to the Guarantee and Collateral Agreement and other Security DocumentsAgreement. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby confirms that each Credit Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. (b) Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents Loan Documents, the payment and performance of the Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement), subject to the terms contained in the applicable Credit Loan Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Loan Document to which it is a party.

Reaffirmations. (a) a. Each Credit Loan Party, subject to the terms and limits contained in the Amended DIP Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement) pursuant to the Guarantee and Collateral Agreement and other Security Documents. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby confirms that each Credit Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. (b) b. Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of the Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement), subject to the terms contained in the applicable Credit Loan Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Loan Document to which it is a party.

Reaffirmations. As of the Amendment Effective Date, each Loan Party: (a) Each Credit Partyagrees that the transactions contemplated by this Amendment shall not limit or diminish the obligations of such Person under, subject to or release such Person from any obligations under, the terms and limits contained in the Amended DIP Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amendedthe Guaranty), reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement) pursuant to the Guarantee and Collateral Agreement and each other Security Documents. Each Loan Document to which it is a party, and the Credit Party hereby acknowledges that it has reviewed Agreement (including the terms and provisions of this Guaranty), the Collateral Agreement and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby confirms that each Credit other Loan Document to which it is a party or is otherwise bound will continue to be remain in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement.are hereby ratified and confirmed; (b) Each Credit Party hereby (i) confirms affirms that each Credit Document of the guarantees made pursuant to the Loan Documents (including, without limitation, the Guaranty and the Foreign Security Agreements listed on Schedule A attached hereto) are valid and subsisting and continue in full force and effect upon the Amendment Effective Date to secure the Obligations and Secured Obligations (as defined in each applicable Loan Document), as applicable, and agrees that this Amendment and all documents executed in connection therewith do not operate to reduce or discharge its obligations under the Loan Documents and shall in no manner otherwise impair or otherwise adversely affect any of the guarantees made in or pursuant to the Loan Documents to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents the payment and performance party; (c) affirms that each of the Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest Liens and pledges granted in and continuing Lien on all of such Credit Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit AgreementLoan Documents (including, without limitation, the Foreign Security Agreements listed on Schedule A attached hereto and the other Collateral Documents) to which it is party are valid and subsisting and continue in full force and effect upon the Amendment Effective Date to secure the Obligations and Secured Obligations (as defined in each applicable Loan Document), subject to the terms contained in the applicable Credit Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, and agrees that this Amendment and all documents executed in connection therewith do not operate to reduce or discharge its obligations under the Loan Documents and subject shall in no manner otherwise impair or otherwise adversely affect any of the Liens and pledges granted in or pursuant to the terms of each Credit Document Loan Documents to which it is a party; and (d) agrees to, and agrees to cause each of its respective Subsidiaries to, execute any and all further documents, amendments, agreements and instruments, and to take all such further actions as the Administrative Agent may reasonably request, to effectuate the transactions contemplated by the Credit Agreement, or the other Loan Documents (including, without limitation, the Foreign Security Agreements and the other Collateral Documents) to which it is party and to preserve each of the guarantees made pursuant to the Loan Documents and grant, preserve, protect or perfect the Liens and security interests created by the Collateral Documents or the validity or priority of such Lien.

Reaffirmations. (a) Each Credit PartyThe Borrower hereby (i) agrees that, subject to except as expressly provided herein, this Omnibus Amendment shall not limit or diminish the terms obligations of the Borrower under the Loan Agreement or any other Loan Document, (ii) reaffirms its obligations under the Loan Agreement (as expressly modified hereby) and limits contained in each of the Amended DIP Credit Agreement and in Loan Documents (including, without limitation, the Security DocumentsAgreement (as expressly modified hereby)) to which it is a party, (iii) agrees that the Loan Agreement (as expressly modified hereby) and each such Loan Document (including, without limitation, the Security Agreement (as expressly modified hereby)) remains in full force and effect and is hereby ratified and confirmed, and (iv) acknowledges and agrees that as of the date hereof it has no defense, offset, counterclaim, cross-claim, or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of the Borrower’s liability to repay the Obligations or to seek affirmative relief or damages of any kind or nature from any Secured Party. Each Existing Guarantor (i) reaffirms its guaranty obligations under the Security Agreement (as expressly modified hereby) and each of the Obligations other Loan Documents to which it is a party, (including all such Obligations ii) acknowledges and agrees that the Security Agreement (as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreementexpressly modified hereby) pursuant to the Guarantee and Collateral Agreement and other Security Documents. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment each of the Existing DIP Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby confirms that each Credit Document other Loan Documents to which it is a party or is otherwise bound will is, and shall continue to be be, in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. (b) Each Credit Party hereby (i) confirms that each Credit Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents the payment and performance of the Obligationseffect, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement), subject to the terms contained in the applicable Credit Documents and (iii) confirms its other pledgesacknowledges and agrees that all sums previously and now or hereafter advanced for, other grants or on behalf, of security interests the Borrower under the Loan Agreement shall constitute part of the Obligations guaranteed by the Existing Guarantors in the Security Agreement, and other obligations(iv) acknowledges and agrees that as of the date hereof it has no defense, as applicableoffset, under and subject counterclaim, cross-claim, or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of the terms Obligations guaranteed by the Existing Guarantors in the Security Agreement or to seek affirmative relief or damages of each Credit Document to which it is a partyany kind or nature from any Secured Party.

Reaffirmations. (a) Each Credit Partyof Holdings and each Loan Party hereto expressly acknowledges the terms, subject to existence, validity and enforceability of this Amendment and confirms and reaffirms, as of the terms date hereof and limits contained on the Amendment No. 3 Effective Date, that its guarantee of the Guarantied Obligations (as defined in the Amended DIP Credit Agreement Guaranty and Security Agreement) or the Guaranteed Obligations (as defined in the Security DocumentsHoldings Guarantee), reaffirms as applicable, and (except in the case of Holdings) its guaranty grant of Liens on the Collateral to secure the Secured Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to defined in the Amended DIP Credit Guaranty and Security Agreement) pursuant to the Guarantee and Collateral Agreement and other each Security Documents. Each Credit Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the Existing DIP Credit Agreement effected pursuant to this Agreement. Each Credit Party hereby confirms that each Credit Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. (b) Each Credit Party hereby (i) confirms that each Credit Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents the payment and performance of the Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement), subject to the terms contained in the applicable Credit Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Document to which it is a party, in each case, continues in full force and effect and extends to the obligations of the Loan Parties and Holdings under the Loan Documents as amended hereby (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and any other Loan Document applicable to that Loan Party or Holdings, as applicable. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Existing Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, as modified by this Amendment and whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens. (b) Each of the Loan Parties party hereto hereby confirms and agrees that the Amendment No. 3 Loans shall, upon the funding or conversion thereof pursuant to Section 2 above, constitute Secured Obligations (or any word of like import) under each of the Security Documents.

Reaffirmations. (a) Each Credit Loan Party, subject to the terms and limits contained in the Amended DIP and Restated Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP Credit Agreement) pursuant to the and Restated Guarantee and Collateral Agreement and other Security Documents. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the Existing DIP Credit Agreement and the amendment of the Existing Guarantee and Collateral Agreement, in each case, effected pursuant to this Agreement. Each Credit Loan Party hereby confirms that each Credit Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. (b) Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Documents Loan Documents, the payment and performance of the Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Amended DIP and Restated Credit Agreement), subject to the terms contained in the applicable Credit Loan Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Loan Document to which it is a party.

Reaffirmations. (a) Each Credit Loan Party, subject to the terms and limits contained in the Amended DIP Credit Agreement and in the Security Documents, reaffirms its guaranty of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Modified Credit Agreement and the Amended DIP Credit Agreement) pursuant to the Guarantee and Collateral Agreement and other Security Documents. Each Credit Loan Party hereby acknowledges that it has reviewed the terms and provisions of this Agreement and consents to the amendment of the Existing DIP Credit Agreement and the Modified Credit Agreement effected pursuant to this Agreement. Each Credit Loan Party hereby confirms that each Credit Loan Document to which it is a party or is otherwise bound will continue to be in full force and effect as amended by this Agreement and that its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Agreement. (b) Each Credit Loan Party hereby (i) confirms that each Credit Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure to the fullest extent possible in accordance with the Credit Loan Documents the payment and performance of the Obligations, (ii) confirms its respective grant to the Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Credit Loan Party’s right, title and interest in, to and under all Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to the Modified Credit Agreement and the Amended DIP Credit Agreement), subject to the terms contained in the applicable Credit Loan Documents and (iii) confirms its other pledges, other grants of security interests and other obligations, as applicable, under and subject to the terms of each Credit Loan Document to which it is a party.