Common use of Acknowledgement and Reaffirmation Clause in Contracts

Acknowledgement and Reaffirmation. Each Loan Party hereby: (a) (i) acknowledges that it has reviewed the terms and provisions of this Amendment (including, without limitation, Section 6), (ii) consents to the amendment of the Credit Agreement effected pursuant to this Amendment and (iii) reaffirms and confirms that each Loan Document to which it is a party or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secure, as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Credit Agreement, and hereby ratifies the security interests in the Collateral (as defined in the Credit Agreement) granted by it pursuant to the Security Documents; (b) acknowledges and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically set forth herein), (ii) notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by the terms of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and (iii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any obligations under the Credit Agreement or any other Loan Document.

Acknowledgement and Reaffirmation. This Amendment shall amend the Existing Term Loan Credit Agreement, but is not intended to, and shall not, constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Term Loan Credit Agreement as amended hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered, as well as all Liens created, pursuant to or in connection with the Existing Term Loan Credit Agreement (as amended) shall remain in full force and effect, each in accordance with its terms (as amended). Each Loan Party hereby: (a) (i) acknowledges that it has reviewed and consents to all of the terms and provisions conditions of this Amendment (including, without limitation, Section 6)Amendment, (iib) consents to the amendment affirms as of the Credit Agreement effected pursuant to date hereof the covenants and agreements contained in this Amendment and (iii) reaffirms and confirms that each Loan Document to which it is a party party, including in each case such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (c) agrees that this Amendment and all documents executed in connection herewith do no operate to reduce or is otherwise bounddischarge such Loan Party’s obligations under the Loan Documents, (d) affirms that each Lien of the Liens granted by it in or pursuant to the Collateral Agent for the benefit of Loan Documents are valid and secure the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secure, as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Credit Agreement, and hereby ratifies the security interests in the Collateral Obligations (as defined under the Security Agreement), including those Obligations arising under the Amended Term Loan Credit Agreement and (e) agrees that neither this Amendment nor any other document executed in connection herewith shall in no manner impair or otherwise adversely affect any of the Credit Agreement) Liens granted by it in or pursuant to the Security Loan Documents; (b) acknowledges . Each Guarantor hereby confirms that its guarantee under the Amended Term Loan Credit Agreement remains unaltered and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid hereby reaffirms, ratifies and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically set forth herein), (ii) notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by confirms the terms and conditions of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and (iii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Credit Agreement as amended by this Amendment; and (d) such guarantee. Agent hereby acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any its obligations under each of (a) the Credit Agreement or any other Loan Document.Acknowledgement of License Agreement, dated as of the Effective Date, between the Agent the ABL Agent and

Acknowledgement and Reaffirmation. Each Loan Credit Party hereby: (a) hereby expressly acknowledges, (i) acknowledges that it has reviewed all of its obligations under the terms Holdings and provisions of this Amendment (includingMLP Guaranty, without limitationthe Subsidiaries Guaranty, Section 6), (ii) consents to the amendment of Security Agreement and the Credit Agreement effected pursuant to this Amendment and (iii) reaffirms and confirms that each Loan Document other Security Documents to which it is a party or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secure, as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Credit Agreement, and hereby ratifies the security interests in the Collateral (as defined in the Credit Agreement) granted by it pursuant to the Security Documents; (b) acknowledges and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue are reaffirmed and remain in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically set forth herein)on a continuous basis, (ii) notwithstanding its grant of security interests pursuant to the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings Security Agreement and the Borrowers) is required by the terms of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant Security Documents are reaffirmed and remain in full force and effect after giving effect to this Amendment and Agreement, (iii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at punctual payment of the stated maturityprincipal of, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Incremental Term Loans under Loans; (iv) neither the modification and/or supplementation of the Credit Agreement effected pursuant to this Agreement nor the execution, delivery, performance or effectiveness of this Agreement impairs the validity, effectiveness or priority of the Liens granted pursuant to any Security Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (including the Incremental Term Loans), whether heretofore or hereafter incurred or requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens, and (v) except as amended by expressly set forth herein, the execution of this Amendment; and (d) acknowledges and agrees that nothing in this Amendment Agreement shall be deemed not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to be effect a novation of any obligations under the Credit Agreement or any other Loan DocumentObligations.

Acknowledgement and Reaffirmation. Each Loan Party hereby: (a) (i) acknowledges that it has reviewed the terms and provisions of this Amendment (including, without limitation, Section 6), (ii) consents to the amendment of the Credit Agreement effected pursuant to this Amendment and (iii) reaffirms and confirms that each Loan Document to which it is a party or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secure, as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Credit Agreement, and hereby ratifies the security interests in the Collateral (as defined in the Credit Agreement) granted by it pursuant to the Security Documents;. (b) acknowledges and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically set forth herein), (ii) notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings Holdings, the Borrower and the BorrowersLux Co-Borrower) is required by the terms of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and (iii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any obligations under the Credit Agreement or any other Loan Document.

Acknowledgement and Reaffirmation. This Amendment shall amend the Existing Second Lien Credit Agreement, but is not intended to, and shall not, constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Second Lien Credit Agreement as amended hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered, as well as all Liens created, pursuant to or in connection with the Existing Second Lien Credit Agreement (as amended) shall remain in full force and effect, each in accordance with its terms (as amended). Each Loan Party hereby: (a) (i) acknowledges that it has reviewed and consents to all of the terms and provisions conditions of this Amendment (including, without limitation, Section 6)Amendment, (iib) consents to the amendment affirms as of the Credit Agreement effected pursuant to date hereof the covenants and agreements contained in this Amendment and (iii) reaffirms and confirms that each Loan Document to which it is a party party, including in each case such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or is otherwise bounddischarge such Loan Party’s obligations under the Loan Documents, (d) affirms that each Lien of the Liens granted by it in or pursuant to the Collateral Agent for the benefit of Loan Documents are valid and secure the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secure, as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Credit Agreement, and hereby ratifies the security interests in the Collateral Obligations (as defined under the Security Agreement), including those Obligations arising under the Amended Second Lien Credit Agreement and (e) agrees that neither this Amendment nor any other document executed in connection herewith shall in no manner impair or otherwise adversely affect any of the Credit Agreement) Liens granted by it in or pursuant to the Security Loan Documents; (b) acknowledges . Each Guarantor hereby confirms that its guarantee under the Amended Second Lien Credit Agreement remains unaltered and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid hereby reaffirms, ratifies and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically set forth herein), (ii) notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by confirms the terms and conditions of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and (iii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any obligations under the Credit Agreement or any other Loan Documentsuch guarantee.

Acknowledgement and Reaffirmation. Each Loan Party hereby: (a) New Holdings, each Borrower and each Subsidiary Guarantor hereby (i) expressly acknowledges that it has reviewed the terms of the Term Loan Agreement as amended hereby, (ii) to the extent party thereto or covered thereunder, ratifies and affirms after giving effect to this Incremental Amendment its obligations under the Financing Agreements (including guarantees, security agreements, mortgages and deeds of trusts) executed by New Holdings, the Borrowers and/or such Subsidiary Guarantor and (iii) to the extent applicable, after giving effect to this Incremental Amendment, acknowledges, renews and extends its continued liability under all such Financing Agreements and agrees such Financing Agreements remain in full force and effect. Without limiting the generality of the foregoing, New Holdings, as successor to Albertson’s Holdings LLC by merger, hereby agrees to all of the terms and provisions of this Amendment (including, without limitation, Section 6), (ii) consents to the amendment of the Credit Agreement effected pursuant and the other Financing Agreements applicable to this Amendment it as a “Guarantor”, “Holdings”, and (iii) reaffirms “Grantor” and confirms that each Loan Document to which it is a party or is otherwise bound, each Lien granted by it New Holdings hereby affirms its grants and pledges to the Collateral Agent Agent, for its benefit and for the benefit of the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secureParties, as collateral security for the case may be, in accordance with the terms of the applicable Loan Documents the prompt payment and performance of the Obligations, a continuing security interest in and to and Lien on, all “Secured Obligations” under the Credit Agreement, and hereby ratifies the security interests in the of its Collateral (as defined in the Credit Security Agreement) granted by it pursuant ). Notwithstanding anything to the contrary in the Security Documents; (b) acknowledges and agrees that (i) each Loan Document to which it is Agreement, New Holdings shall be a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the thereto as a “Grantor” upon execution or effectiveness of this Amendment (except as specifically set forth herein), (ii) notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by the terms of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and (iii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any obligations under the Credit Agreement or any other Loan Document.

Acknowledgement and Reaffirmation. This Amendment shall amend the Credit Agreement, but is not intended to, and shall not, constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Credit Agreement as amended hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered, as well as all Liens created, pursuant to or in connection with the Credit Agreement (as amended) shall remain in full force and effect, each in accordance with its terms (as amended). Each Loan Party hereby: (a) (i) acknowledges that it has reviewed and consents to all of the terms and provisions conditions of this Amendment (including, without limitation, Section 6)Amendment, (iib) consents to the amendment affirms as of the Credit Agreement effected pursuant to date hereof the covenants and agreements contained in this Amendment and (iii) reaffirms and confirms that each Loan Document to which it is a party party, including in each case such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (c) agrees that this Amendment and all documents executed in connection herewith do no operate to reduce or is otherwise bounddischarge such Loan Party’s obligations under the Loan Documents, (d) affirms that each Lien of the Liens granted by it in or pursuant to the Collateral Agent for the benefit of Loan Documents are valid and secure the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secureObligations (as defined under the Security Agreement), as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” including those Obligations arising under the Credit Agreement, Agreement and hereby ratifies (e) agrees that neither this Amendment nor any other document executed in connection herewith shall in no manner impair or otherwise adversely affect any of the security interests Liens granted in the Collateral (as defined in the Credit Agreement) granted by it or pursuant to the Security Loan Documents; (b) acknowledges . Each Guarantor hereby confirms that its guarantee under the Credit Agreement remains unaltered and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid hereby reaffirms, ratifies and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically set forth herein), (ii) notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by confirms the terms and conditions of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and (iii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Credit Agreement as amended by this Amendment; and (d) such guarantee. Agent hereby acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any its obligations under each of (a) the Acknowledgement of License Agreement, dated as of the Effective Date, between the Agent the ABL Agent and (b) the Acknowledgement of License Agreement, dated as of the Effective Date, between the Agent and the administrative and collateral agent under the Existing Second Lien Credit Agreement or any other Loan Documentremain in full force and effect.

Acknowledgement and Reaffirmation. Each Loan Party hereby: (a) Except as expressly set forth herein, (i) acknowledges that it has reviewed this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the terms rights and provisions remedies of this Amendment (includingthe Lenders or the Administrative Agent, without limitationin each case under the Amended Credit Agreement or any other Loan Document, Section 6), and (ii) consents to the amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement effected pursuant to this Amendment and (iii) reaffirms and confirms that each or any other provision of either such agreement or any other Loan Document to which it is a party or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secure, Document. Except as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Credit Agreement, and hereby ratifies the security interests in the Collateral (as defined in the Credit Agreement) granted by it pursuant to the Security Documents; (b) acknowledges and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically expressly set forth herein), (ii) notwithstanding each and every term, condition, obligation, covenant and agreement contained in the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by the terms of the Amended Credit Agreement or any other Loan Document to is hereby ratified and re‑affirmed in all respects and shall continue in full force and effect. Each Credit Party hereby expressly (a) acknowledges the amendments to terms of this Agreement, (b) ratifies and reaffirms all of their respective Obligations and each of their other obligations under the Credit Agreement effected and the other Loan Documents to which it is a party, as modified hereby, (c) acknowledges, renews and extends its continued liability under the Credit Agreement and the other Loan Documents to which it is a party, as modified hereby, (d) ratifies and reaffirms all Liens granted by it pursuant to this Amendment the Loan Documents to secure the Obligations and (iiie) nothing reaffirms that its guarantee under each Guaranty Agreement, if applicable, and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations. This Agreement shall constitute a Loan Document for purposes of the Amended Credit Agreement and from and after the First Amendment Effective Date, all references to the "Credit Agreement" in any Loan Document and all references in the Amended Credit Agreement to "this Agreement", this Amendment "hereunder", "hereof" or any other Loan Document shall be deemed to require its consent to any future amendments words of like import referring to the Credit Agreement, except shall, unless expressly provided otherwise, refer to the extent expressly set forth in Section 9.02 or other applicable section of the Amended Credit Agreement; (c) agrees . Each Credit Party hereby consents to this Agreement and confirms that all obligations of each Credit Party under the Loan Document Obligations and Documents to which such Credit Party is a party shall continue to apply to the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any obligations under the Credit Agreement or any other Loan DocumentAgreement.

Acknowledgement and Reaffirmation. Each Loan Party hereby: (a) (i) acknowledges that it has reviewed the terms and provisions of this Amendment (including, without limitation, Section 6), (ii) consents to the amendment of the Credit Agreement effected pursuant to this Amendment and (iii) reaffirms and confirms that each Loan Document to which it is a party or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secure, as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Credit Agreement, and hereby ratifies the security interests in the Collateral (as defined in the Credit Agreement) granted by it pursuant to the Security Documents; (b) acknowledges and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically set forth herein), (ii) notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by the terms of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and (iii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Revolving Loans under the Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any obligations under the Credit Agreement or any other Loan Document.

Acknowledgement and Reaffirmation. Each Loan Party hereby: (a) Except as expressly set forth herein, (i) acknowledges that it has reviewed this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the terms rights and provisions remedies of this Amendment (includingthe Lenders or the Administrative Agent, without limitationin each case under the Amended Credit Agreement or any other Loan Document, Section 6), and (ii) consents to the amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement effected pursuant to this Amendment and (iii) reaffirms and confirms that each or any other provision of either such agreement or any other Loan Document to which it is a party or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secure, Document. Except as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Credit Agreement, and hereby ratifies the security interests in the Collateral (as defined in the Credit Agreement) granted by it pursuant to the Security Documents; (b) acknowledges and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically expressly set forth herein), (ii) notwithstanding each and every term, condition, obligation, covenant and agreement contained in the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by the terms of the Amended Credit Agreement or any other Loan Document to is hereby ratified and reaffirmed in all respects and shall continue in full force and effect. Each Credit Party hereby expressly (a) acknowledges the amendments to terms of this Agreement, (b) ratifies and reaffirms all of their respective Obligations and each of their other obligations under the Credit Agreement effected and the other Loan Documents to which it is a party, as modified hereby, (c) acknowledges, renews and extends its continued liability under the Credit Agreement and the other Loan Documents to which it is a party, as modified hereby, (d) ratifies and reaffirms all Liens granted by it pursuant to this Amendment the Loan Documents to secure the Obligations and (iiie) nothing reaffirms that its guarantee under each Guaranty Agreement, if applicable, and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations. This Agreement shall constitute a Loan Document for purposes of the Amended Credit Agreement and from and after the Fourth Amendment Effective Date, all references to the “Credit Agreement” in any Loan Document and all references in the Amended Credit Agreement to “this Agreement”, this Amendment “hereunder”, “hereof” or any other Loan Document shall be deemed to require its consent to any future amendments words of like import referring to the Credit Agreement, except shall, unless expressly provided otherwise, refer to the extent expressly set forth in Section 9.02 or other applicable section of the Amended Credit Agreement; (c) agrees . Each Credit Party hereby consents to this Agreement and confirms that all obligations of each Credit Party under the Loan Document Obligations and Documents to which such Credit Party is a party shall continue to apply to the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any obligations under the Credit Agreement or any other Loan DocumentAgreement.

Acknowledgement and Reaffirmation. Each 8.1 By its execution hereof, each of the Borrower, Holdings and the other Loan Party hereby: Parties hereby expressly (a) acknowledges and agrees to the terms and conditions of this Amendment, (ib) reaffirms all of its respective covenants, representations, warranties and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party, and (c) acknowledges that it has reviewed the terms its respective covenants, representations, warranties and provisions of this Amendment (including, without limitation, Section 6), (ii) consents to the amendment of other obligations set forth in the Credit Agreement effected pursuant to this Amendment and (iii) reaffirms and confirms that each the other Loan Document Documents to which it is a party or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit remain in full force and effect. 8.2 Each of the Secured Loan Parties pursuant to any such Loan Document hereby confirms its respective guarantees and all Collateral encumbered thereby continues to guarantee or secureother obligations, as the case may beapplicable, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Credit Agreement, Agreement and hereby ratifies each of the security interests in the Collateral (as defined in the Credit Agreement) granted by it pursuant to the Security Documents; (b) acknowledges and agrees that (i) each Loan Document Documents to which it is a party or otherwise bound party, and agrees that, notwithstanding the effectiveness of this Amendment and the consummation of the transactions contemplated thereby, such guarantees and other obligations shall continue and remain to be in full force and effect and shall accrue to the benefit of the Lenders. 8.3 Each Loan Party hereby (x) confirms its grant of a security interest under the Guarantee and Collateral Agreement and each of the other Security Documents in favor of any Agent, for the benefit itself and the other Secured Parties and, (y) to the extent that the original grant of such security interest in the Collateral in which a security interest was to be granted pursuant to the Security Documents for any reason did not effect the grant of a security interest in favor of such Agent, for the benefit itself and the other Secured Parties, securing the Obligations, grants on the date hereof a security interest in all such Collateral to secure the Obligations. Each Loan Party hereby agrees, acknowledges and confirms that its grant of a security interest under the Security Documents secures all of its obligations thereunder shall be valid the Obligations, direct or indirect, contingent or absolute, matured or unmatured, now or at any time and enforceable from time to time hereafter due or owing to any Agent, for the benefit itself and shall not be impaired the other Secured Parties, arising under or limited by in connection with the execution or Credit Agreement and the Loan Documents. 8.4 On and after the effectiveness of this Amendment Amendment: (except as specifically set forth herein), (iia) notwithstanding the conditions to effectiveness set forth each reference in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by the terms of the Credit Agreement or any other each Loan Document (to the amendments extent such Loan Document is not otherwise amended and restated on the date hereof) to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement effected pursuant as such agreement is amended and may be amended further, restated, modified or supplemented and in effect from time to this Amendment and time; (iiib) nothing the definition of any term defined in any Loan Document by reference to the terms defined in the Credit Agreement shall be amended to be defined by reference to the defined term in the Credit Agreement, this Amendment as amended hereby and as may be further amended, restated, modified or any other Loan Document shall be deemed supplemented and in effect from time to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement;time; and (c) agrees that each reference to the Loan Document Obligations “Closing Date” appearing in Section 4 of the Guarantee and the Secured Obligations include, among other things Collateral Agreement shall mean and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any obligations under reference to the Credit Agreement or any other Loan Documentdate hereof.

Acknowledgement and Reaffirmation. This Amendment shall amend (or shall cause the amendment of, as applicable) the Existing Second Lien Credit Agreement, the Security Agreement and the Existing Intercreditor Agreement, but is not intended to, and shall not, constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. Each the Existing Second Lien Credit Agreement, the Security Agreement and the Existing Intercreditor Agreement as amended hereby or in accordance herewith shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered, as well as all Liens created, pursuant to or in connection with the Existing Second Lien Credit Agreement, the Security Agreement and the Existing Intercreditor Agreement (each as amended) shall remain in full force and effect, each in accordance with its terms (as amended). Each Loan Party hereby: (a) (i) acknowledges that it has reviewed and consents to all of the terms and provisions conditions of this Amendment (including, without limitation, Section 6)Amendment, (iib) consents to the amendment affirms as of the Credit Agreement effected pursuant to date hereof the covenants and agreements contained in this Amendment and (iii) reaffirms and confirms that each Loan Document to which it is a party party, including in each case such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (c) agrees that this Amendment and all documents executed in connection herewith do no operate to reduce or is otherwise bounddischarge such Loan Party’s obligations under the Loan Documents, (d) affirms that each Lien of the Liens granted by it in or pursuant to the Collateral Agent for Loan Documents are valid and secure the benefit Secured Obligations (as defined under the Security Agreement (as amended)), including those Obligations arising under any of the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secure, as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Amended Second Lien Credit Agreement, and hereby ratifies the security interests in the Collateral Security Agreement (as defined amended in accordance herewith) and the Credit AgreementExisting Intercreditor Agreement (as amended in accordance herewith) and (e) agrees that neither this Amendment nor any other document executed in connection herewith shall in no manner impair or otherwise adversely affect any of the Liens granted by it in or pursuant to the Security Loan Documents; (b) acknowledges . Each Guarantor hereby confirms that its guarantee under the Amended Second Lien Credit Agreement remains unaltered and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid hereby reaffirms, ratifies and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically set forth herein), (ii) notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by confirms the terms and conditions of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and (iii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any obligations under the Credit Agreement or any other Loan Documentsuch guarantee.

Acknowledgement and Reaffirmation. Each Loan Party hereby: (a) (i) acknowledges that it has reviewed the terms and provisions of Except as specifically set forth herein, nothing in this Amendment (includingwaives, without limitation, Section 6), (ii) consents to the amendment amends or modifies any term of the Credit Note Purchase Agreement effected pursuant to or any of the other Note Documents, all of which are ratified and confirmed and remain in full force and effect. In addition, nothing in this Amendment shall be deemed or construed to be a satisfaction, novation or release of the Note Purchase Agreement, the other Note Documents or any of the Obligations. The foregoing amendments shall not be deemed to modify or affect the obligations of the Loan Parties to comply with each and (iii) reaffirms every other obligation, covenant, duty or agreement under the Note Purchase Agreement and confirms that each Loan Document the other Note Documents. The foregoing amendments shall not be construed to which it is a party or is otherwise bound, each Lien granted by it to in any way obligate the Collateral Agent for or the benefit Purchasers to amend, consent to or waive any other matter, any Default or Event of Default under the Note Purchase Agreement or the other Note Documents that have occurred or that may occur from and after the date hereof. In furtherance of the Secured Parties pursuant to any foregoing, the Loan Parties, as debtors, grantors, pledgors, guarantors, assignors, or in other similar capacities in which such Loan Document and all Collateral encumbered thereby continues to guarantee parties grant Liens or securesecurity interests in their properties or otherwise act as accommodation parties or guarantors, as the case may be, in accordance with under the terms Note Documents, hereby ratify and reaffirm all of the applicable Loan Documents the their payment and performance obligations and obligations to indemnify, contingent or otherwise, under each of all “Secured Obligations” under the Credit Agreement, and hereby ratifies the security interests in the Collateral (as defined in the Credit Agreement) granted by it pursuant to the Security Documents; (b) acknowledges and agrees that (i) each Loan Document Note Documents to which it is a party party, and ratify and reaffirm their grants of Liens on or otherwise bound shall continue security interests in their properties pursuant to the Note Documents to which they are a party, respectively, as security for the Obligations under or with respect to the Note Purchase Agreement and remain in full force the other Note Documents, and effect confirm and agree that such Liens and security interests are valid and subsisting and secure all of its obligations thereunder shall be valid and enforceable and shall not be impaired the Obligations (including, without limitation, all additional Obligations hereafter arising or limited by incurred pursuant to or in connection with the execution or effectiveness of this Amendment (except as specifically set forth herein), (ii) notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by the terms of the Credit Note Purchase Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and (iii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest onNote Document), and premium (if any) on, the Term Loans under the Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees agree that nothing in this Amendment shall be deemed to be a novation of any obligations under the Credit Agreement in no manner impair or any other Loan Documentotherwise adversely affect such obligations, Liens or security interests.

Acknowledgement and Reaffirmation. This Amendment shall amend the Existing Second Lien Credit Agreement, but is not intended to, and shall not, constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Second Lien Credit Agreement as amended hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered, as well as all Liens created, pursuant to or in connection with the Existing Second Lien Credit Agreement (as amended) shall remain in full force and effect, each in accordance with its terms (as amended). Each Loan Party hereby: (a) (i) acknowledges that it has reviewed and consents to all of the terms and provisions conditions of this Amendment (including, without limitation, Section 6)Amendment, (iib) consents to the amendment affirms as of the Credit Agreement effected pursuant to date hereof the covenants and agreements contained in this Amendment and (iii) reaffirms and confirms that each Loan Document to which it is a party party, including in each case such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (c) agrees that this Amendment and all documents executed in connection herewith do no operate to reduce or is otherwise bounddischarge such Loan Party’s obligations under the Loan Documents, (d) affirms that each Lien of the Liens granted by it in or pursuant to the Collateral Agent for the benefit of Loan Documents are valid and secure the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secure, as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Credit Agreement, and hereby ratifies the security interests in the Collateral Obligations (as defined under the Security Agreement), including those Obligations arising under the Amended Second Lien Credit Agreement and (e) agrees that neither this Amendment nor any other document executed in connection herewith shall in no manner impair or otherwise adversely affect any of the Credit Agreement) Liens granted by it in or pursuant to the Security Loan Documents; (b) acknowledges . Each Guarantor hereby confirms that its guarantee under the Amended Second Lien Credit Agreement remains unaltered and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid hereby reaffirms, ratifies and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically set forth herein), (ii) notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by confirms the terms and conditions of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and (iii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any obligations under the Credit Agreement or any other Loan Documentsuch guarantee.

Acknowledgement and Reaffirmation. This Amendment shall amend the Credit Agreement, but is not intended to, and shall not, constitute a novation thereof or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Credit Agreement as amended hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered, as well as all Liens created, pursuant to or in connection with the Credit Agreement (as amended) shall remain in full force and effect, each in accordance with its terms (as amended). Each Loan Party hereby: (a) (i) acknowledges that it has reviewed and consents to all of the terms and provisions conditions of this Amendment (including, without limitation, Section 6)Amendment, (iib) consents to the amendment affirms as of the Credit Agreement effected pursuant to date hereof the covenants and agreements contained in this Amendment and (iii) reaffirms and confirms that each Loan Document to which it is a party party, including in each case such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (c) agrees that this Amendment and all documents executed in connection herewith do no operate to reduce or is otherwise bounddischarge such Loan Party’s obligations under the Loan Documents, (d) affirms that each Lien of the Liens granted by it in or pursuant to the Collateral Agent for Loan Documents are valid and secure the benefit Secured Obligations (as defined under the Security Agreement) and (e) agrees that neither this Amendment nor any other document executed in connection herewith shall in no manner impair or otherwise adversely affect any of the Secured Parties Liens granted in or pursuant to any such the Loan Document and all Collateral encumbered thereby continues to Documents. Each Guarantor hereby confirms that its guarantee or secure, as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Credit Agreement, Agreement remains unaltered and hereby ratifies the security interests in the Collateral (as defined in the Credit Agreement) granted by it pursuant to the Security Documents; (b) acknowledges and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid hereby reaffirms, ratifies and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically set forth herein), (ii) notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by confirms the terms and conditions of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and (iii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Credit Agreement as amended by this Amendment; and (d) such guarantee. Agent hereby acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any its obligations under each of (a) the Acknowledgement of License Agreement, dated as of the Effective Date, between the Agent the ABL Agent and (b) the Acknowledgement of License Agreement, dated as of the Effective Date, between the Agent and the administrative and collateral agent under the Existing Second Lien Credit Agreement or any other Loan Document(the “2L Agent”) remain in full force and effect.

Acknowledgement and Reaffirmation. Each Loan Party hereby, as of the date hereof: (a) (i) acknowledges that it has reviewed the terms and provisions of this Amendment (including, without limitation, Section 6)Amendment, (ii) consents to the amendment of the Existing Credit Agreement effected pursuant to this Amendment and (iii) reaffirms and confirms that each Loan Document to which it is a party or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secure, as the case may be, in accordance with the terms of the applicable Loan Documents Documents, the payment and performance of all “Secured Obligations” under the Amended Credit Agreement, and hereby ratifies the security interests in the Collateral (as defined in the Amended Credit Agreement) granted by it pursuant to the Security DocumentsCollateral Agreements; (b) acknowledges and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid and enforceable (subject to applicable bankruptcy, insolvency, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically set forth herein), ) and (ii) notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by the terms of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and (iii) nothing in the Amended Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Amended Credit Agreement, except to the extent expressly set forth in Section 9.02 10.12 or other applicable section of the Amended Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans and Revolving Loans under the Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any obligations under the Existing Credit Agreement or any other Loan Document.

Acknowledgement and Reaffirmation. Each Loan Party hereby: (a) Except as expressly set forth herein, (i) acknowledges that it has reviewed this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the terms rights and provisions remedies of this Amendment (includingthe Lenders or the Administrative Agent, without limitationin each case under the Amended Credit Agreement or any other Loan Document, Section 6), and (ii) consents to the amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement effected pursuant to this Amendment and (iii) reaffirms and confirms that each or any other provision of either such agreement or any other Loan Document to which it is a party or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secure, Document. Except as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Credit Agreement, and hereby ratifies the security interests in the Collateral (as defined in the Credit Agreement) granted by it pursuant to the Security Documents; (b) acknowledges and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically expressly set forth herein), (ii) notwithstanding each and every term, condition, obligation, covenant and agreement contained in the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by the terms of the Amended Credit Agreement or any other Loan Document to is hereby ratified and re‑affirmed in all respects and shall continue in full force and effect. Each Credit Party hereby expressly (a) acknowledges the amendments to terms of this Agreement, (b) ratifies and reaffirms all of their respective Obligations and each of their other obligations under the Credit Agreement effected and the other Loan Documents to which it is a party, as modified hereby, (c) acknowledges, renews and extends its continued liability under the Credit Agreement and the other Loan Documents to which it is a party, as modified hereby, (d) ratifies and reaffirms all Liens granted by it pursuant to this Amendment the Loan Documents to secure the Obligations and (iiie) nothing reaffirms that its guarantee under each Guaranty Agreement, if applicable, and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations. This Agreement shall constitute a Loan Document for purposes of the Amended Credit Agreement and from and after the Second Amendment Effective Date, all references to the "Credit Agreement" in any Loan Document and all references in the Amended Credit Agreement to "this Agreement", this Amendment "hereunder", "hereof" or any other Loan Document shall be deemed to require its consent to any future amendments words of like import referring to the Credit Agreement, except shall, unless expressly provided otherwise, refer to the extent expressly set forth in Section 9.02 or other applicable section of the Amended Credit Agreement; (c) agrees . Each Credit Party hereby consents to this Agreement and confirms that all obligations of each Credit Party under the Loan Document Obligations and Documents to which such Credit Party is a party shall continue to apply to the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees that nothing in this Amendment shall be deemed to be a novation of any obligations under the Credit Agreement or any other Loan DocumentAgreement.

Acknowledgement and Reaffirmation. Each Loan Party hereby: (a) Except as expressly set forth herein, (i) acknowledges that it has reviewed the terms and provisions of this Amendment (including, without limitation, Section 6), (ii) consents to the amendment of the Credit Agreement effected pursuant to this Amendment and (iii) reaffirms and confirms that each Loan Document to which it is a party or is otherwise bound, each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties pursuant to any such Loan Document and all Collateral encumbered thereby continues to guarantee or secure, as the case may be, in accordance with the terms of the applicable Loan Documents the payment and performance of all “Secured Obligations” under the Credit Agreement, and hereby ratifies the security interests in the Collateral (as defined in the Credit Agreement) granted by it pursuant to the Security Documents; (b) acknowledges and agrees that (i) each Loan Document to which it is a party or otherwise bound shall continue and remain in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment (except as specifically set forth herein), (ii) notwithstanding the conditions to effectiveness set forth in this Amendment, no consent by any Loan Party (other than Holdings and the Borrowers) is required by the terms of the Credit Agreement or any other Loan Document to the amendments to the Credit Agreement effected pursuant to this Amendment and (iii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require its consent to any future amendments to the Credit Agreement, except to the extent expressly set forth in Section 9.02 or other applicable section of the Credit Agreement; (c) agrees that the Loan Document Obligations and the Secured Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Credit Agreement as amended by this Amendment; and (d) acknowledges and agrees that nothing in this Amendment shall be deemed to be not by implication or otherwise limit, impair, constitute a novation waiver of any obligations or otherwise affect the rights and remedies of the Lenders or the Administrative Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Except as expressly set forth herein, each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re affirmed in all respects and shall continue in full force and effect. Each Credit Party hereby expressly (a) acknowledges the terms of this Amendment, (b) ratifies and reaffirms all of their respective Obligations and each of their other obligations under the Credit Agreement and the other Loan Documents to which it is a party, as modified hereby, (c) acknowledges, renews and extends its continued liability under the Credit Agreement and the other Loan Documents to which it is a party, as modified hereby, (d) ratifies and reaffirms all Liens granted by it pursuant to the Loan Documents to secure the Obligations and (e) reaffirms that its guarantee under each Guaranty Agreement, if applicable, and the other Loan Documents to which it is a party remains in full force and effect with respect to the Obligations. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Third Amendment Effective Date, all references to the “Credit Agreement” in any Loan Document and all references in the Credit Agreement to “this Amendment”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Amendment. Each Credit Party hereby consents to this Amendment and confirms that all obligations of each Credit Party under the Loan Documents to which such Credit Party is a party shall continue to apply to the Credit Agreement.